<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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
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(Name of Registrant as Specified in Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] 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:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
THE RANDERS GROUP INCORPORATED
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 13,1997
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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, MAY 13, 1997, 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, 1997;
3. TO TRANSACT ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING.
SHAREHOLDERS OF RECORD AS OF THE CLOSE OF BUSINESS ON MARCH 14, 1997,
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 21, 1997
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 May 13, 1997, 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 May 10, 1997, 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 1998 Annual Meeting,
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 21, 1997. 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 14, 1997, 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 14, 1997, 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 28, 1997, 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:
Amount
Name and Address and Nature of
of Beneficial Percent
Title of Class Beneficial Owner Ownership (1) of Class
- -------------- ---------------- -------------- --------
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 2,843,500 19.6%
1619 Brookwood
Muskegon, MI 49441
Michael J. Krivitzky 3,061,000 21.1%
1052 W. Randall
Muskegon, MI 49441
Thomas J. McEnhill 3,038,000 21.0%
454 Melody Lane
N. Muskegon, MI 49445
Bruce M. Bourdon 1,150,750 (3) 7.9%
5031 Lake Harbor
Muskegon, MI 49441
<PAGE> 5
DIRECTORS AND EXECUTIVE OFFICERS
Common Shares All directors and executive
officers as group (5 persons) 10,177,350 (4) 70.2%
(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 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, 1996, 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 1998 or until their respective successors have been elected. All of the
nominees were elected by the shareholders on April 30, 1996, to serve as
Directors of the Company until the Annual Meeting of Shareholders in 1997.
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 1998 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.
Principal Occupation, Directorship
Nominee Age and/or Office with the Company
Thomas R. Eurich 50 Director and President of the Company
since its inception in 1976.
Michael J. Krivitzky 51 Director, Senior Vice President, and
Treasurer of the Company since its
inception in 1976.
Thomas J. McEnhill 48 Director and Vice President of the
Company since 1978 and Secretary
since 1987.
Bruce M. Bourdon 43 Director since 1987 and Vice
President of the Company since 1985.
The Company does not have any standing audit, nominating or compensation
committees of the Board of Directors. During the year ended December 31,
1996, the Board of Directors of the Company held four 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>
1996 1995 1994
---- ---- ----
<S> <C> <C>
Services provided $ - $ 69,178 $ 327,095
Advances made 195,168 37,000 23,144
Interest earned 90,534 19,534 18,206
Amounts collected 30,800 (161,528) (100,000)
</TABLE>
In addition, the Company has $829,094 in accounts receivable and $393,111
in notes receivable from FVALP which bear interest at the prime rate (8.25%
at December 31, 1996). The accrued interest receivable was $93,730 at
December 31, 1996. Repayment terms are related to completion of the planned
real estate development. The notes are collateralized by 1,422,000 shares of
common stock of The Randers Group Incorporated that is owned by the partners
of FVALP. Ownership of FVALP is composed of the following individuals:
Percent of
Directorship and/or Office Ownership
Name with the Registrant in FVALP
- --------------- -------------------------- -----------
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%
<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 1996 132,000 - 3,510 -
Director and President 1995 129,500 - 2,589 -
1994 120,000 - 1,997 -
Michael J. Krivitzky 1996 132,000 - 1,886 -
Director, Senior Vice 1995 129,500 - 940 -
President and Treasurer 1994 120,000 - 908 -
Thomas J. McEnhill 1996 132,000 - 3,636 -
Director, Vice President 1995 129,500 - 2,550 -
and Secretary 1994 120,000 - 2,245 -
Bruce M. Bourdon 1996 132,000 - 3,195 -
Director and
Vice President 1995 129,500 - 2,342 150,000
1994 120,000 - 4,691 -
</TABLE>
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 $25,000 was approved for 1996. 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 1996, 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>
Shares Value of Unexercised
Acquired Number of Unexersable In-The-Money Options
on Value Options Exercisable/ At Year End 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, 1996.
<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, 1997. 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 1998 Annual Meeting of
Stockholders must be received by the Company at its principal offices not later
that November 28, 1997, 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, 1996, 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
May 13, 1997
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>
<CAPTION>
<S><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.
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Signature Date
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Signature if held jointly
