SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-20514
CORPORATE RENAISSANCE GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3701354
[State or other jurisdiction of (I.R.S. Employer
incorporation or organization] Identification
Number)
1185 Avenue of the Americas
18th Floor
York, New York 10036
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 730-2000
Former name, former address and fiscal year, if changed since last report
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]
The number of shares outstanding of the Registrant's common stock is 940,350 (as
of March 31, 1997).
<PAGE 1>
CORPORATE RENAISSANCE GROUP, INC.
INDEX
Page
PART I - FINANCIAL INFORMATION
ITEM 1.
Statements of Assets and Liabilities
as of March 31, 1997 and September 30, 1996 3
Statements of Operations and Changes in
Net Assets for the Quarters ended March 31,
1997 and March 31, 1996 and for the Six
Months ended March 31, 1997 and March 31, 1996 4
Statements of Cash Flows for the Six Months
ended March 31, 1997 and March 31, 1996 5
Schedule of Investments, March 31, 1997 6
Notes to Financial Statements 7-10
ITEM 2.
Management's Discussion and Analysis of
Financial Condition and Results of Operations 11
PART II - OTHER INFORMATION
<PAGE 2>
CORPORATE RENAISSANCE GROUP, INC.
STATEMENTS OF ASSETS AND LIABILITIES
(Unaudited)
<TABLE>
<CAPTION>
3/31/97 9/30/96
<S> <C> <C>
ASSETS
Investments in securities,
at market value (cost
$6,277,452 and $6,663,601
respectively) $7,092,255 $9,217,962
Cash and cash equivalents 258,130 509,257
Income taxes receivable 344,152 345,511
Accrued interest receivable 404 585
Other assets 27,497 6,247
___________ _____________
Total Assets 7,722,438 10,079,562
LIABILITIES
Call options written, at
market value (premiums
received $41,827 at
September 30, 1996) - 61,425
Accounts payable and
accrued expenses 3,555 31,659
Deferred taxes payable 12,149 749,609
___________ _____________
Total liabilities 15,704 842,693
___________ _____________
Net assets $7,706,734 $9,236,869
___________ _____________
___________ _____________
COMMITMENTS AND
CONTINGENCIES (NOTE 8)
NET ASSETS
Common stock (par value
$.01 per share 20,000,000
shares authorized; 956,100
shares issued and outstanding) $ 9,561 $ 9,561
Additional paid-in capital 7,815,260 7,815,260
Treasury stock, at cost
(15,750 shares) (125,137) -
Accumulated income (losses):
Accumulated net operating loss
before security transactions (1,414,138) (1,292,990)
Accumulated net realized gains
from sale of investments 897,386 1,049,765
Net unrealized appreciation of
investments 523,802 1,655,273
___________ _____________
7,050 1,412,048
___________ _____________
Net assets $7,706,734 $9,236,869
___________ _____________
___________ _____________
Net asset value per share
of common stock outstanding $ 8.20 $ 9.66
___________ _____________
___________ _____________
See notes to financial statements
</TABLE>
<PAGE 3>
CORPORATE RENAISSANCE GROUP, INC
STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS
(Unaudited)
<TABLE>
<CAPTION>
Quarter Quarter Six Months Six Months
Ended Ended Ended Ended
3/31/97 3/31/96 3/31/97 3/31/96
_______ _______ _______ ________
<S> <C> <C> <C> <C>
Income:
Interest Income $2,957 $2,332 $ 8,151 $ 17,673
______ ______ _______ ________
Total investment income 2,957 2,332 8,151 17,673
______ ______ ________ _______
Expenses:
Incentive fees - - - 224,128
Financial advisory fees 50,000 50,000 100,000 100,000
Investment banking fees - 25,000 8,333 50,000
Professional fees 12,300 15,300 24,600 27,600
Insurance expense 11,750 18,500 25,750 37,247
Board of directors fees 12,500 12,500 25,000 25,000
Other operating expenses 5,674 9,787 9,204 12,736
______ ______ _______ _______
Total expenses 92,224 131,087 192,887 476,711
______ _______ _______ _______
Operating loss before
income tax benefit (89,267) (128,755) (184,736) (459,038)
Income tax benefit 29,885 45,454 63,588 175,177
______ ______ ______ _______
Net operating loss before
security transactions (59,382) (83,301) (121,148) (283,861)
________ ________ ________ _________
NET REALIZED AND UNREALIZED
GAINS/(LOSSES) FROM INVESTMENTS:
Net realized gains/(losses)
from sales of investments 190,992 (59,541) (237,762) (125,992)
Change in net unrealized
(depreciation) of
investments (2,469,245) (3,683,282) (1,719,960) (1,799,862)
Income tax benefit arising
from net realized gains/
(losses) and net unrealized
(depreciation) of investments 787,028 1,321,318 673,872 601,428
_______ _________ _______ _______
Net realized and unrealized
(losses) on investments (1,491,225) (2,421,505) (1,283,850) (1,324,426)
__________ __________ __________ __________
NET (DECREASE) IN
NET ASSETS RESULTING
FROM OPERATIONS $(1,550,607) $(2,504,806) $(1,404,998) $(1,608,287)
____________ ____________ ___________ __________
Net assets at beginning
of period 9,257,341 12,709,121 9,236,869 11,812,602
Net decrease in net assets
resulting from treasury
stock purchases - - (125,137) -
__________ __________ __________ __________
Net assets at
end of period $7,706,734 $10,204,315 $7,706,734 $10,204,315
__________ __________ __________ __________
__________ __________ __________ __________
Per Share Data:
Net operating loss before
security transactions $(.06) $(.09) $ (.13) $ (.30)
Net realized gains/(losses)
from sales of investments .13 (.04) (.16) (.12)
Net unrealized
(depreciation) of investments (1.71) (2.49) (1.20) (1.27)
Net gain on treasury
stock transactions - - .03 -
________ ________ ________ ________
Net (decrease) in net asset
value resulting from operations (1.64) (2.62) (1.46) (1.69)
Net asset value per common
share at beginning of period 9.84 13.29 9.66 12.36
_______ ______ ______ _____
Net asset value per common
share at end of period $8.20 $10.67 $8.20 $10.67
______ ______ ______ ______
______ ______ ______ ______
</TABLE>
<PAGE 4>
CORPORATE RENAISSANCE GROUP, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS SIX MONTHS
ENDED ENDED
3/31/97 3/31/96
____________ ____________
<S> <C> <C>
Cash Flows from Operating Activities:
Net (decrease) in net assets
resulting from operations $(1,404,998) $(1,608,287)
Adjustments to reconcile
net increase in net assets
resulting from operations
to net cash (used in)
operating activiities:
Change in net unrealized
depreciation of investments 1,719,960 1,799,862
Realized losses from
sale of investments 237,762 125,992
Deferred income tax (benefit) (737,460) (587,314)
(Increase)/decrease in
operating assets:
Income taxes receivable 1,359 (179,884)
Accrued interest receivable 181 2,900
Other assets (21,250) (36,842)
Increase/(decrease) in
operating liabilities:
Accrued incentive fee payable - (996,947)
Income taxes payable - (132,008)
Due to broker - 353,724
Accounts payable and
accrued expenses (28,104) (712)
_________ _________
Net cash flows (used in)
operating activities (232,550) (1,259,516)
_____________ __________
Cash Flows from
Investing Activities:
Purchase of securities (237,201) (1,671,666)
Proceeds from sale of
securities 343,761 800,368
Proceeds from securities
sold short, not yet
purchased - 36,951
___________ _________
Net cash flows provided
by (used in) investing
activities 106,560 (834,347)
____________ __________
Cash Flows from Financing
Activities:
Purchase of treasury stock (125,137) -
__________ __________
Net cash flows (used in)
financing activities (125,137) -
___________ ___________
Net (decrease) in cash
and cash equivalents (251,127) (2,093,863)
Cash and Cash Equivalents,
at the beginning of the period 509,257 2,093,863
__________ __________
Cash and Cash Equivalents,
at the end of the period 258,130 0
__________ __________
__________ ___________
Supplemental Disclosure:
Income taxes paid/(refunded) $ (1,359) $ 122,600
__________ __________
__________ __________
See notes to financial statements
</TABLE>
<PAGE 5>
CORPORATE RENAISSANCE GROUP, INC.
SCHEDULE OF INVESTMENTS (1)
MARCH 31, 1997
(Unaudited)
<TABLE>
<CAPTION>
SHARES OR TYPE OF ISSUE % OF
FACE AND ORIGINAL MARKET NET
VALUE NAME OF ISSUER COST VALUE ASSETS
Reorganized Companies
Common Stock
<C> <S> <C> <C> <C>
607,400 Computervision Corp. New $3,177,562 $3,264,775 42.4%
__________ __________
Total Reorganized Companies 3,177,562 3,264,775
__________ __________
Other Investments
Common Stock
40,602 Tenet Healthcare Corp. (2) 423,199 999,824 13.0%
148,824 Seaman Furniture Co., Inc. 2,676,691 2,827,656 36.7%
__________ __________
Total Other Investments 3,099,980 3,827,480
__________ __________
Total Investments $6,277,452 $7,092,255
__________ __________
__________ __________
Notes to Schedule of Investments
(FOOTNOTE 1) The above investments are non-income producing. Equity
investments that have not paid dividends within the last twelve months are
considered to be non-income producing. See Note 1.
(FOOTNOTE 2) Effective January 30, 1997, OrNda Healthcorp merged withTenet
Healthcare Corp., in which the Company received 1.35 shares of Tenet for each
share of OrNda.
See notes to financial statements
</TABLE>
<PAGE 6>
CORPORATE RENAISSANCE GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1997
(Unaudited)
1. Organization and Operation of the Company
Corporate Renaissance Group, Inc. (the "Company") was incorporated under
the laws of the State of Delaware on June 19, 1992. The Company is a non-
diversified, closed-end investment company which has elected to be treated as a
business development company ("BDC") under the Investment Company Act of 1940,
as amended by the Small Business Incentive Act of 1980. The Company offers
investors the opportunity to participate in investments in companies which the
Company believes have viable existing businesses generating substantial revenues
in established markets, and have recently completed or are in the process of
undergoing financial restructuring ("Reorganized Companies") and where, as a
result, the Company can ultimately obtain an equity position at a discount from
market value for comparable companies that are not financially troubled. The
Company's investments are generally not expected to produce meaningful levels of
investment income. It is the Company's objective to select investment
opportunities which the Company believes offer the potential for substantial
capital appreciation.
The Company completed its initial public offering and commenced operations
on November 1, 1994. The Company consummated the initial public offering (the
"Domestic Offering") and an overseas offering (the "Overseas Placement") of
956,000 shares at $10.00 per share. Pursuant to the Domestic Offering, 600,000
shares were sold; 356,000 shares were sold in the Overseas Placement (including
45,000 shares sold to Union d'Etudes et d'Investissments ("UI")). The net
proceeds to the Company of both the Domestic Offering and Overseas Placement
were $7,823,821 after deducting all costs associated with the registration and
offering, resulting in an initial net asset value per share of $8.18.
On November 25, 1996, the Company's Board of Directors authorized the
implementation of an open market share repurchase program, pursuant to which the
Company, from time to time, may purchase up to an aggregate of 175,000 shares of
its common stock in open market transactions. The purpose of the program is to
provide stockholders desiring to sell their shares with enhanced market
liquidity. At the same time, the Company believes that open-market purchases of
its shares at a discount from net asset value will enhance long-term shareholder
value. As of March 31, 1997, 15,750 shares have been repurchased at an
average cost of $7.93 per share.
2. Significant Accounting Policies
a. Valuation of Securities
The Company's securities which are subject to last-sale reporting are
valued by reference to the market price on a national securities exchange or as
reported on the National Association of Securities Dealers Automated Quotation
System. Other unlisted securities are valued at representative "bid" quotations
if held long by the Company and representative "asked" quotations if held short
by the Company. The value of securities for which market quotations are not
readily available and securities as to which the Company believes the method of
valuation set forth above does not fairly reflect market value are determined by
one or more independent third parties selected by the Investment Adviser.
<PAGE 7>
b. Recognition of Security Transactions and Related Investment
Income
Security transactions are recorded on the date the order to buy or sell is
executed (the trade date). Dividend income is recognized on the ex-dividend
date and interest income is recognized on an accrual basis. The net realized
gains and losses in sales of securites are determined on a first in, first out
or specific identification basis.
c. Accounting for Foreign Exchange Gains and Losses
Investments denominated in foreign currencies are translated into U.S.
dollars at the closing foreign exchange rate. Resulting foreign exchange gains
and losses are reflected in the change in net unrealized appreciation of
investments.
d. Income Taxes
The Company is not entitled to the special treatment available to regulated
investment companies and is taxed as a regular corporation for federal and state
income tax purposes. The Company has accounted for income taxes in accordance
with FASB Statement No. 109, "Accounting for Income Taxes." The aggregate cost
of securities at March 31, 1997 for federal income tax purposes and financial
reporting purposes was the same.
e. Cash and Cash Equivalents
For the purpose of reporting cash flows, cash and cash equivalents consist
of cash and short-term interest-bearing deposits.
3. Income Taxes
The components of income tax (benefit) on pre-tax book loss of $2,142,458
are as follows:
Federal:
Deferred $ (714,058)
___________
(714,058)
___________
State and Local:
Deferred (23,402)
___________
(23,402)
___________
Total $ (737,460)
___________
___________
Deferred income taxes arise from temporary differences between the tax
basis of assets and liabilities and their reported amounts in the financial
statements. For example, unrealized gains or losses on investments are not
recognized for tax purposes until realized and therefore create a temporary
difference. The Company's deferred income tax liability is primarily
attributable to the net unrealized appreciation in its investments. The
components of the Company's deferred income tax liability are comprised of the
following:
Deferred tax liability:
Net unrealized appreciation on investment $271,565
Deferred tax asset:
Net operating loss carryforwards (259,416)
_________
Net deferred tax liability $ 12,149
The Company's effective income tax rate and the U.S. federal statutory rate
are substantially the same.
<PAGE 8>
4. Financial Advisory and Investment Banking Fees and
Other Transactions with Affiliates and Related Parties
The Company has retained M.D. Sass Investors Services, Inc. (the
"Investment Adviser") as the Company's investment adviser. The Investment
Adviser is a registered investment adviser under the Investment Advisers Act of
1940, as amended. The Investment Adviser is part of a group of affiliated
investment advisers and other affiliated entities comprising the M.D. Sass
organization ("M.D. Sass"). Upon completion of the Company's offering of its
common shares, the Company entered into a Financial Advisory Agreement with the
Investment Adviser, pursuant to which the Investment Adviser receives a base fee
of $200,000 per annum, for furnishing the Company with administrative services,
including necessary executive, administrative, internal accounting and support
services. In addition to the base fee, the Investment Adviser receives an
incentive fee for its investment advisory services equal to 20% of the increase
in net asset value of the Company's shares, as defined in the Financial Advisory
Agreement. There were no incentive fees earned or payable at March 31, 1997.
The Company was party to an investment banking agreement with UI USA, Inc.
for a period of one year which ended on October 31, 1996. Pursuant to this
agreement, UI USA furnished investment banking services to the Company for a fee
of $100,000 per annum. Such services consisted of assisting the Company and
Investment Adviser in the evaluation, structuring and negotiation of investment
opportunities. The Company paid $8,333 for such services covering the period
from October 1, 1996, through the date of termination of the agreement.
5. Board of Directors Fees
The Company pays each of its five independent directors an annual fee of
$10,000 for the directors' services as such.
6. Investment Transactions
As of March 31, 1997, the accumulated unrealized appreciation of
investments was $814,803.
7. Concentration of Credit Risk and Off-Balance Sheet Risk
The Company engages in security purchase and sale transactions with
regulated broker-dealers. In connection with these transactions, the Company
may be subject to credit risk in the event the counterpart or the Company's
regulated clearing brokers cannot fulfill their contractual obligations.
The Company's activities with off balance sheet risk include the writing of
traded stock market index options. The Company is subject to market risk
associated with changes in the value of the underlying stock index. As a writer
of options, the Company receives a premium at the outset and then bears the risk
of unfavorable changes in the price of the stock index underlying the option.
<PAGE 9>
8. Commitments and Contingencies
In March 1997, a non-binding letter of intent was entered into between
Computervision Corporation ("CVN") and the Investment Adviser pursuant to which
the Investment Adviser and certain of its affiliates, including the Company
(collectively, the "Sass Group") would purchase a 51% interest in CVN's Open
Service Solutions business unit ("OSS") in exchange for $30 million in cash and
a $25 million Preferred Note. The transaction is subject to financing and
customary closing conditions. In addition, the Sass Group will be granted
options to purchase up to an additional 25% of CVN's remaining 49% interest in
OSS.
<PAGE 10>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
This Report contains, in addition to historical information, forward-
looking statements regarding Corporate Renaissance Group, Inc. (the "Company"),
which represents the Company's expectations or beliefs including, but not
limited to, statements concerning the Company's operations, performance,
financial condition, business strategies and other information. For this
purpose, any statements contained in this Report 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 risk and uncertainties, certain of which are beyond the Company's
control, and actual results may differ materially depending on a variety of
important factors, including those described in this Report and the Company's
other filings with the Securities and Exchange Commission (the "Commission").
Liquidity and Capital Resources
The Company is a non-diversified, closed-end management investment company
which has elected to be treated as a special type of investment company known as
a business development company under the Investment Company Act of 1940 (the
"1940 Act") as amended by the Small Business Act of 1980. The Company's primary
investment objective is to achieve long-term capital appreciation through
investments in companies ("Portfolio Investment") which the Company believes
have viable existing businesses generating substantial revenues in established
markets, but which have recently completed, are in the process of undergoing or
are likely to undergo a financial restructuring pursuant to bankruptcy or
reorganization proceedings or on a negotiated basis outside of bankruptcy or
reorganization proceedings (a "Reorganized Company") and where, as a result, the
Company can ultimately obtain an equity position (either common or preferred
stock) at a discount from market value for comparable companies that are not
financially troubled. Such investments are not generally available to the
public because they require large financial commitments and, in some cases,
managerial assistance. The Company may make these investments either on its own
or, more likely, jointly with other investors, including investment partnerships
managed or advised by M.D. Sass Investors Services, Inc. (the "Investment
Adviser") and its affiliates. Any investments with affiliates of the company
will be subject to restrictions under the 1940 Act and conditions set forth in
an exemptive order granted by the Commission in November 1994. A portion of the
Company's portfolio is invested in other securities, including securities of
financially distressed companies, where the Company believes that it can
generate capital appreciation by engaging portfolio trading.
The Company has retained the Investment Adviser as the Company's investment
adviser to identify, negotiate, manage and liquidate investments for the
Company. The Company invests only in transactions recommended by the Investment
Adviser. The activities of the Investment Adviser on behalf of the Company are
subject to supervision by the independent directors of the Company.
The Company's primary source of working capital is funds generated from
investment activities. At March 31, 1997, the Company had cash and cash
equivalents of $258,130, as compared to cash and cash equivalents of $509,257 at
September 30, 1996. The decline in cash and cash equivalents was a result of
the use of cash equivalents to make additional investments and pay certain
operating expenses during the period.
In addition, on November 25, 1996, the Company's Board of Directors
authorized the implementation of an open market share repurchase program,
pursuant to which the Company, from time to time, may purchase up to an
aggregate of 175,000 shares of its Common Stock in open market transactions. As
of March 31, 1997, the Company had purchased 15,750 shares pursuant to this
program at an average cost of $7.93 per share.
<PAGE 11>
Results of Operations
Quarter ended March 31, 1997 as compared to quarter ended March 31, 1996
During the quarter ended March 31, 1997, the Company had interest income of
$2,957, as compared to interest income of $2,332 in the 1996 quarter. Operating
expenses during the 1997 quarter were $92,224, as compared to $131,087 in the
1996 quarter. This decrease is primarily attributable to fees payable to an
investment banking firm accrued during the 1996 quarter, pursuant to an
Investment Banking Agreement which expired in October 1996. For the quarter
ended March 31, 1997, the Company had a pre-tax operating loss and a net
operating loss of $89,267 and $59,382, respectively, as compared to a pre-tax
loss and net operating loss for the 1996 quarter of $128,755 and $83,301,
respectively. Since the Company typically does not purchase securities with the
objective of generating investment income, net investment losses are expected to
routinely occur.
During the quarter ended March 31, 1997, the Company had net realized gains
from sale of investments of $190,992, as opposed to net realized losses from
sale of investments of $59,541 during the 1996 quarter. For the quarter ended
March 31, 1997, the Company had net unrealized depreciation of investments of
$2,469,245, as compared to net unrealized depreciation of investments of
$3,683,282 in the 1996 quarter, both representing declines in market value of
certain portfolio investments. For the 1997 quarter, the Company had net
realized and unrealized losses on investments of $1,491,225, as compared to net
realized and unrealized losses on investments of $2,421,505 for the 1996 quarter
and, after giving effect to net operating losses, a decrease in net assets
resulting from operations of $1,550,607 in the 1997 quarter, as compared to a
decrease in net assets resulting from operations of $2,504,806 in the 1996
quarter.
Six months ended March 31, 1997 as compared to six months ended March 31, 1996
During the six months ended March 31, 1997, the Company had interest income
of $8,151, as compared to interest income of $17,673 in the 1996 period. The
decline in interest income reflects the increased percentage of the Company's
assets invested in other than cash or cash equivalents. Operating expenses
during the 1997 period were $192,887, as compared to $476,711 in the 1996
period. This decrease is primarily attributable to $224,128 in incentive fees
payable to the Investment Adviser accrued during the 1996 period, as compared to
$0 in the 1997 period and a decrease payable pursuant to an Investment Banking
Agreement from $50,000 in the 1996 period to $8,333 in the 1997 period. For the
six months ended March 31, 1997, the Company had a pre-tax operating loss and a
net operating loss of $184,736 and $121,148, respectively, as compared to a pre-
tax loss and net operating loss for the 1996 period of $459,038 and $283,861,
respectively. Since the Company typically does not purchase securities with the
objective of generating investment income, net investment losses are expected to
routinely occur.
During the six months ended March 31, 1997, the Company had net realized
losses from sale of investments of $237,762, as opposed to net realized losses
from sale of investments of $125,992 during the 1996 period. For the six months
ended March 31, 1997, the Company had net unrealized depreciation of investments
of $1,719,960, as compared to net unrealized depreciation of investments of
$1,799,862 in the 1996 period. For the 1997 period, the Company had net
realized and unrealized losses on investments of $1,283,850, as compared to net
realized and unrealized losses on investments of $1,324,426 for the 1996 period
and, after giving effect to net operating losses, a decrease in net assets
resulting from operations of $1,404,998 in the 1997 period, as compared to a
decrease in net assets resulting from operations of $1,608,287 in the 1996
period.
<PAGE 12>
Net Asset Value
At March 31, 1997, the Company had a net asset value of $8.20 per share of
Common Stock, a decrease of $1.46 per share from net asset value at September
30, 1996 of $9.66 per share.
PART II - OTHER INFORMATION
1. Legal Proceedings
Not applicable.
2. Changes in Securities
Not applicable.
3. Default Upon Senior Securities
Not applicable.
4. Submission of Matters to a Vote of Security Holders
(a) On February 19, 1997, the Company held its Annual Meeting of
Stockholders (the "Meeting").
(b) Not applicable.
(c) At the Meeting, the following matters were voted upon:
(i) Election of Directors.
The following table sets forth the name of each nominee and the voting with
respect to each nominee for director.
Withhold
Name For Authority
Martin D. Sass 692,455 10,100
Hugh R. Lamle 692,655 9,900
James B. Rubin 659,655 22,900
Thomas M. Garvin 659,655 22,900
Lawrence W. Leighton 692,655 9,900
Edward Lowenthal 692,655 9,900
Daniel E. Mazziota 692,655 9,900
Guy E. Waldvogel 659,655 22,900
<PAGE 13>
(ii) Ratification of the appointment of Ernst & Young LLP as the
Company's independent public accountants for the year ending
September 30, 1997.
With respect to the foregoing matter, 701,555 shares
voted in favor, 1,000 shares against and 0 shares abstained.
There were no broker non-votes.
5. Other Information
In March 1997, a non-binding letter of intent was entered into between
Computervision Corporation ("CVN") and the Investment Adviser pursuant to which
the Investment Adviser and certain of its affiliates, including the Company,
would purchase a 51% interest in CVN's Open Service Solutions business unit
("OSS") in exchange for $30 million in cash and a $25 million Preferred Note.
The transaction is subject to financing and customary closing conditions. In
addition, the Investment Adviser will be granted options to purchase up to an
additional 25% of CVN's remaining 49% interest in OSS.
The Investment Adviser and certain of its affiliates, including the
Company, hold approximately 16% of CVN's outstanding capital stock. In April,
1997, James B. Rubin, the Company's Senior Vice President and an officer of the
Investment Adviser, was elected to the Board of Directors of CVN.
6. Exhibits and Reports on Form 8-K
(a) Exhibits - None.
(b) Reports on Form 8-K - None.
<PAGE 14>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 14, 1997 CORPORATE RENAISSANCE GROUP, INC.
By:/s/ Martin D. Sass
______________________________________________
Martin D. Sass, Chairman of the Board and
Chief Executive Officer
By:/s/ Martin E. Winter
______________________________________________
Martin E. Winter, Secretary-Treasurer
(Principal Financial and Accounting Officer)
<PAGE 15>
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