================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
Amendment No. 2
SCHEDULE 13E-3
TRANSACTION STATEMENT
UNDER
SECTION 13(E) OF
THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 13E-3 THEREUNDER
CRAMER, INC.
(NAME OF ISSUER)
CRAMER, INC.
ROTHERWOOD VENTURES, LLC
ROTHERWOOD INVESTMENTS, LLC
JAMES R. ZICARELLI
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
224280
(CUSIP NUMBER OF CLASS OF SECURITIES)
GREG NELSON, TREASURER
ROTHERWOOD VENTURES, LLC
301 Carlson Parkway, Suite 103
Minnetonka, Minnesota 55305
(952) 253-6013
(NAME, ADDRESS, AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
-------------------------
WITH COPIES TO:
Richard D. McNeil / Jonathan B. Levy Marc Salle
Lindquist & Vennum P.L.L.P. Sonnenschein Nath & Rosenthal
4200 IDS Center 4520 Main Street, Ste. 1100
80 South Eighth Street Kansas City, Missouri 64112
Minneapolis, Minnesota 55402 (816) 460-2400
(612) 371-2412
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE
MERITS OR THE FAIRNESS OF THE TRANSACTION OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
This statement is filed in connection with (check the appropriate box):
a. |X| The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. |X|
Check the following box if this is a final amendment reporting the results of
the transaction. [ ]
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$1,197,820 $250
- --------------------------------------------------------------------------------
* Calculated, for the purposes of determining the filing fee only, in
accordance with Rule 0-11(b) under the Securities Exchange Act of 1934, as
amended by one fiftieth of one percent of the transaction valuation. As
described herein this transaction valuation is determined by assuming (i)
Rotherwood Ventures purchases $900,000 of newly issued common stock of the
Company at a purchase price of $.05 per share, (ii) the Company issues
Rotherwood Ventures 800,000 shares of common stock per quarter or
4,0000,000 shares of common stock at $.05 per share in exchange for
Rotherwood Ventures' guarantee of, or pledge of collateral in support of,
the Company's credit facility for five quarters, from and including the
fourth quarter of 2001 through the fourth quarter of 2002 and (iii)
Rotherwood Ventures purchasing 1,956,395 shares of common stock held by
shareholders of the Company unaffiliated with Rotherwood Ventures pursuant
to a short-form merger at a purchase price of $.05 per share, or aggregate
consideration of approximately $98,000.
** The filing fee was previously paid.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount previous paid: N/A Filing party: N/A
Form or registration no.: N/A Date filed: N/A
================================================================================
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this "Schedule
13E-3") is being filed jointly by Rotherwood Ventures, LLC, a Minnesota limited
liability corporation ("Rotherwood Ventures"), its parent Rotherwood
Investments, LLC a Minnesota limited liability corporation ("Rotherwood
Investments") Cramer, Inc., a Kansas corporation (the "Company" also the
"Subject Company"), and James R. Zicarelli, President of Rotherwood Ventures,
LLC and director of the Company pursuant to Section 13(e) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 13e-3
thereunder, in connection with planned transactions between the Company and
Rotherwood Ventures that are expected to result in the Company having less than
300 shareholders and terminating its registration and status as a public company
under the Securities Exchange Act of 1934, as amended. Rotherwood Ventures, the
Company, Rotherwood Investments and Mr. Zicarelli will promptly amend this
Schedule 13E-3, if appropriate, in connection with the transactions described
herein.
For More Information
More information regarding the Company is available from its public filings
with the Securities and Exchange Commission. This Schedule 13E-3 and the
documents incorporated by reference in this Schedule 13E-3 include certain
forward-looking statements. These statements appear throughout this Schedule
13E-3 and include statements regarding the intent, belief or current
expectations of the Company, Rotherwood Ventures, Rotherwood Investments and
their Boards of Directors, and Mr. Zicarelli, including statements concerning
the Company's strategies following completion of the transactions described
herein. Such forward-looking statements are not guarantees of future performance
and involve risks and uncertainties. Actual results may differ materially from
those described in such forward-looking statements as a result of various
factors.
ITEM 1. SUMMARY TERM SHEET.
The responses to this Item 1 are incorporated by reference from Proposal
III of the Company's Amendment No. 5 to Schedule 14A, which was filed with the
Commission on January 24, 2003.
ITEM 2. SUBJECT COMPANY INFORMATION.
Rotherwood Ventures, Rotherwood Investments and Mr. Zicarelli are filing
this Schedule 13E-3 with respect to their investment in the common stock of the
subject company, Cramer, Inc. The principal offices of the Company are located
1222 Quebec Street, North Kansas City, Missouri 64116. The Company's telephone
number is (816) 471-4433.
Securities
As of the close of business on November 30, 2002, the Company had 4,039,607
shares of common stock issued and outstanding.
Trading Market and Price
The common stock is not traded on NASDAQ or any exchange. There is no
market for the common stock and there is not expected to be a market for the
common stock for the foreseeable future. The Company is not aware of any recent
trades of the common stock or any readily determinable market price for the
stock. The Company has not paid dividends on the common stock and does not
anticipate paying dividends in the foreseeable future.
Prior Stock Purchases
As of the date hereof, Rotherwood Ventures and Rotherwood Investments
beneficially own an aggregate of 2,083,212 shares of common stock representing
51.6% of the common stock of the Company. Mr. Zicarelli, as President of
Rotherwood Ventures, has shared voting power with respect to these shares. Mr.
Zicarelli is also a 6% owner of Rotherwood Ventures. Rotherwood Ventures has
guaranteed the Company's $2,000,000 bank loan by initially posting a $2,000,000
letter of credit in favor of the lender and subsequently pledging $2,000,000 of
securities to the lender. In exchange for this financial accommodation to the
Company, without which the lender would not provide the Company with the loan
and the Company could not sustain operations, the Company has agreed to pay
Rotherwood Ventures a fee equal to 2% per quarter of the total amount of the
$2,000,000 letter of credit or securities pledge for so long as it remains in
place for the Company's benefit. If the fee were paid in cash, it would equal
$40,000 per quarter. Rotherwood Ventures has agreed to accept payment in shares
of common stock at the rate of one share for each $0.05 of the 2% quarterly fee
amount, or an aggregate of 800,000 shares per quarter. For the fourth quarter of
2001 and the year 2002, this fee would amount to an aggregate of 4,000,000
shares. To date no shares representing the letter of credit/pledge fee have been
actually issued by the Company. The Company does not have sufficient authorized
common stock to pay the fee in common stock for this entire period. The Company
has changed its method of accounting for the fee. Additional information with
respect to the accounting change is contained in Proposal III of the Company's
Amendment No. 5 to Schedule 14A, which was filed with the Commission on January
24, 2003.
ITEM 3. IDENTITY AND BACKGROUND OF THE FILING PERSONS.
This Schedule 13E-3 is being jointly filed by the Company, Rotherwood
Ventures, which is an 84% owned subsidiary of Rotherwood Investments and
Rotherwood Investments (Rotherwood Ventures and Rotherwood Investments,
collectively the "Rotherwood Entities") and Mr. James R. Zicarelli, President of
Rotherwood Ventures (the Rotherwood Entities and Mr. Zicarelli, collectively,
the "Rotherwood Parties"). The business address of the Company is 1222 Quebec
Street, North Kansas City, Missouri 64116 and its telephone number is (816)
471-4433. The business address of the Rotherwood Parties is 301 Carlson Parkway,
Suite 103, Minnetonka, Minnesota 55305, and their business telephone number is
(952) 253-6013. Rotherwood Ventures is the beneficial owner of 51.6% of the
common stock of the Company, and the Company's Chairman and former CEO, Mr.
Zicarelli is President of Rotherwood Ventures. In addition, Rotherwood Ventures
payed the salary of the Company's former Chief Executive Officer, Mr. Gregory
Coward. Rotherwood Ventures received a management fee from the Company equal to
the amount of Mr. Coward's salary. An affiliate of Rotherwood Ventures pays the
salary of Nicholas Christianson, the Company's Interim Chief Financial Officer
and Acting President and CEO. Accordingly, the Company qualifies as an affiliate
of the Rotherwood Parties, as such term is defined in Rule 13e-3(d)(1) under the
Exchange Act.
The Rotherwood Entities are in the business of investing in various small
businesses. Because Rotherwood Investments owns 84% of the limited liability
company units of Rotherwood Ventures, Rotherwood Ventures believes that
Rotherwood Investments qualifies as an "affiliate" of Rotherwood Ventures, as
such term is defined in Rule 13e-3(a) under the Exchange Act.
In accordance with Instruction C of Schedule 13E-3, the Company, Rotherwood
Ventures and Rotherwood Investments are required to provide certain information
with respect to each of their executive officers and directors. This information
is set forth on Annex A attached hereto and is incorporated herein by reference.
All of such natural persons identified on Annex A are citizens of the United
States of America. In addition, Mr. Zicarelli is a citizen of the United States.
During the last five years, none of the Company, Mr. Zicarelli, the
Rotherwood Entities nor any person named on Annex A, (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
(ii) has been a party to any judicial or administrative proceeding that resulted
in a judgment, decree or final order enjoining such person from future
violations of, or prohibiting activities subject to, federal or state securities
laws, or a finding of any violation of federal or state securities laws.
ITEM 4. TERMS OF THE TRANSACTION.
The responses to this Item 4 are incorporated by reference from Proposal
III of the Company's Amendment No. 5 to Schedule 14A, which was filed with the
Commission on January 24, 2003.
ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
The responses to this Item 5 are incorporated by reference from Proposal
III of the Company's Amendment No. 5 to Schedule 14A, which was filed with the
Commission on January 24, 2003.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
The responses to this Item 6 are incorporated by reference from Proposal
III of the Company's Amendment No. 5 to Schedule 14A, which was filed with the
Commission on January 24, 2003.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
The responses to this Item 7 are incorporated by reference from Proposal
III of the Company's Amendment No. 5 to Schedule 14A, which was filed with the
Commission on January 24, 2003.
ITEM 8. FAIRNESS OF THE TRANSACTION.
The responses to this Item 8 are incorporated by reference from Proposal
III of the Company's Amendment No. 5 to Schedule 14A, which was filed with the
Commission on January 24, 2003.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
The responses to this Item 9 are incorporated by reference from Proposal
III of the Company's Amendment No. 5 to Schedule 14A, which was filed with the
Commission on January 24, 2003.
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The responses to this Item 10 are incorporated by reference from Proposal
III of the Company's Amendment No. 5 to Schedule 14A, which was filed with the
Commission on January 24, 2003.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
See Items 2, 5 and 6 above regarding the Rotherwood Parties' ownership of
and transactions involving the Company's common stock.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
At this time, there is no definitive agreement or understanding with
respect to any business combination between the Company and Rotherwood Ventures
that constitutes a Rule 13e-3 transaction. Accordingly, this item is not
applicable. Rotherwood Ventures will amend this Schedule 13E-3 as necessary to
update this item.
ITEM 13. FINANCIAL STATEMENTS.
(a) Financial Information.
(1) The Company's audited financial statements for 2001 and 2000 are
incorporated by reference from Item 8 of Amendment 4 to the Company's
Annual Report on Form 10-KSB/A for the year ended December 31, 2001,
which was filed with the Commission on January 24, 2003.
(2) The Company's unaudited balance sheets, comparative year-to-date
income statements and related earnings per share data, statements of
cash flows, and comprehensive income are incorporated by reference
from Item 1 of the Company's most recent quarterly report on Form
10-QSB for the period ended September 30, 2002, which was filed with
the Commission on November 11, 2002 (File No. 000-09063).
(3) Not applicable.
(4) The book value per share of the common stock as of September 30, 2002
was ($.40).
(b) Pro Forma Information.
Not applicable.
Information incorporated herein by reference has been filed by the Company
with the Commission as stated above. You may read and copy these reports,
statements or other information that the Company files at the Commission's
public reference rooms which are located at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W. Washington D.C. 20549, and at the SEC's regional offices
located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and 233 Broadway, New York, New York 10279. Copies of such
materials are also available from the Public Reference Section of the Commission
at 450 Fifth Street N.W., Washington D.C. 20549 at prescribed rates. Copies of
such materials may also be accessed through the Commission's Internet site at
www.sec.gov.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
At this time, there is no definitive agreement with respect to any business
combination between the Company and Rotherwood Ventures that constitutes a Rule
13e-3 transaction. Accordingly, this item is not applicable. Rotherwood Ventures
will amend this Schedule 13E-3 as necessary to update this item.
ITEM 15. ADDITIONAL INFORMATION.
Not applicable.
ITEM 16. EXHIBITS.
(a) Amendment No. 5 to Preliminary Proxy Statement dated January 24, 2003
(b) Appraisal summary of Meara King & Co., dated June 12, 2002 (attached as
Exhibit B to Amendment No. 5 to the Company's Preliminary Proxy Statement
filed January 24, 2003 and attached as Exhibit A to this Schedule 13E-3).
(c) Description of appraisal rights under Kansas law (attached as Exhibit A to
Amendment No. 5 to the Company's Preliminary Proxy Statement filed January
24, 2003 and attached as Exhibit A to this Schedule 13E-3).
SIGNATURES
After due inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
CRAMER, INC.
By: /s/ Nicholas Christianson
----------------------------------------
Name: Nicholas Christianson
Title: Acting President and Chief
Executive Officer
Date: January__, 2003
ROTHERWOOD VENTURES, LLC
By: /s/ James R. Zicarelli
----------------------------------------
Name: James R. Zicarelli
Title: President
Date: January __, 2003
ROTHERWOOD INVESTMENTS, LLC
By: /s/ Greg Nelson
----------------------------------------
Name: Greg Nelson
Title: Treasurer and Secretary
Date: January __, 2003
By: /s/ James R. Zicarelli
----------------------------------------
Name: James R. Zicarelli
Date: January __, 2003
ANNEX A
The name, business address, and position with Rotherwood Ventures, LLC and
Rotherwood Investments, LLC, respectively, and the present principal occupation
or employment of each of the directors (governors) and executive officers of
such limited liability corporations are set forth below. Except as otherwise
indicated, each person listed below is a citizen of the United States and each
person's business address is 301 Carlson Parkway, Suite 103, Minnetonka,
Minnesota 55305, telephone number (952) 253-6013.
1. Directors and Executive Officers of Cramer, Inc.
Directors Material Occupation
Name Present Principal Occupation (for last five years)
- --------- ---------------------------- ---------------------
James R. Zicarelli President, Rotherwood Ventures, LLC President, Sagebrush Corporation, a library services
and publishing company and affiliate of Rotherwood
Ventures. From 1995-2001 he served as Chief
Executive Officer of Cramer, Inc.
Chairman and CEO of PPA Industries, a Chairman and CEO of PPA Industries.
David E. Crandall manufacturer of electronic enclosures,
pre-fabricated wall systems and machinery
packages
Officers Material Occupation
Name Title (for last five years)
- -------- ----- ---------------------
Nicholas Christianson Acting CEO, and Interim Chief Financial Employed by an affiliate of Rotherwood Ventures, and
Officer served as Chief Financial Officer of two application
server providers, Metafarms, Inc. and Scout
Information Services. Prior to Scout, Mr.
Christianson was an auditor at
PriceWaterhouseCoopers ("PWC"). He is a licensed
C.P.A.
2. Directors and Executive Officers of Rotherwood Ventures, LLC
Board of Governors Material Occupation
Name Present Principal Occupation (for last five years)
- ---- ---------------------------- ---------------------
Tony Christianson Managing Director, Cherry Tree Managing Director, Cherry Tree
Investments, a private investment
Investments firm
Gordon Sofer Managing Director, Cherry Tree Managing Director, Cherry Tree
Investments, a private investment Investments
firm
Charles W. Oswald Private Investor Private investor and business consultant
James R. Zicarelli President, Sagebrush Corporation President, Sagebrush Corporation, CEO of
Cramer, Inc. 1995-2001
Greg Nelson President, Dakota Advisers, LLC, CFO of Family Financial Services,
a registered investment adviser a registered investment adviser
Officers Material Occupation
Name Title (for last five years)
- -------- ----- ---------------------
Charles W. Oswald Chairman and CEO Private investor and business consultant
James R. Zicarelli President President, Sagebrush Corporation
3. Directors and Executive Officers of Rotherwood Investments, LLC
Board of Governors Material Occupation
Name Present Principal Occupation (for last five years)
- ------------------ ---------------------------- ---------------------
Charles W. Oswald Private Investor Private investor and business consultant
David C. Oswald Self-employed Psychologist
Julie Umbarger President, Oswald Foundation
Greg Nelson President, Dakota Advisors, LLC
Officers Material Occupation
Name Title (for last five years)
- -------- -----
Charles W. Oswald President Private investor and business consultant
Greg Nelson Treasurer and Secretary President FFS