SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO
Tender Offer Statement under Section 14(d)(1)
or 13(e)(1) of the Securities Exchange Act of 1934
Ranger Industries, Inc.
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(Name of Subject Company)
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Bumgarner Enterprises, Inc.
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(Name of Filing Persons -- Offeror)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
75290710
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(CUSIP Number of Class of Securities)
Charles G. Masters
Bumgarner Enterprises, Inc.
400 East 82nd Way North
St. Petersburg, FL 33710
Telephone: (727) 381-4904
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Herrick K. Lidstone, Jr., Esq.
Norton Lidstone, P.C.
5445 DTC Parkway
The Quadrant, Suite 850
Greenwood Village, CO 80111
Telephone: (303) 221-5552
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CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$8,450,000 $1,690
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* Estimated for purposes of calculating the amount of filing fee only. The
amount assumes the purchase of 4,225,000 shares of common stock, par value
$.01 per share, of Ranger Industries, Inc. (the "Shares"), at a price of
$2.00 per Share in cash. Such number of Shares represents approximately 80%
of such Shares outstanding as of December 27, 2000 on a fully diluted
basis. The amount of the filing fee calculated in accordance with Rule 0-11
of the Securities Exchange Act of 1934, as amended, equals 1/50th of 1% of
the transaction value.
/ / Check box if any part of the fee is offset as provided by 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 Previously Paid: None.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
/X/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer. / /
This Tender Offer Statement on Schedule TO is filed by Bumgarner
Enterprises, Inc., a Florida corporation ("Bumgarner"). The Schedule TO relates
to the offer by Bumgarner to purchase up to 4,225,000 shares of common stock,
par value $.01 per share, of Ranger Industries, Inc. ("Ranger") (the "Shares"),
at $2.00 per Share, net to the seller in cash (less any required withholding
taxes), upon the terms and subject to the conditions set forth in the offer to
purchase (the "Offer to Purchase") and in the related letter of transmittal (the
"Letter of Transmittal," which together with the Offer to Purchase, as amended
or supplemented from time to time, constitute the "Offer Documents"), attached
hereto as Exhibits 99(a)(1) and 99(a)(2), respectively. The information set
forth in the Offer Documents is incorporated herein by reference with respect to
Items 1-11 of Schedule TO. The Agreement and Plan of Merger and Reorganization,
dated as of December 29, 2000, by and among Bumgarner, Ranger and BEI
Acquisition Corporation, a Florida corporation and a wholly owned subsidiary of
Ranger, a copy of which is attached as Exhibit 99(d)(1) hereto, is incorporated
herein by reference with respect to Item 5 and 11 of Schedule TO.
Item 12. Exhibits.
99(a)(1) Offer to Purchase dated December 29, 2000.
99(a)(2) Form of Letter of Transmittal.
99(a)(3) Form of Notice of Guaranteed Delivery.
99(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
99(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
99(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
99(a)(7) Text of press release issued by Ranger dated December 29, 2000.
99(a)(8) Form of summary advertisement dated December 29, 2000 appearing in the
Investor's Business Daily.
99(b) None.
99(d)(1) Agreement and Plan of Merger and Reorganization, dated as of December
29, 2000, by and among Bumgarner, Ranger and BEI Acquisition Corporation.
99(d)(2) Irrevocable Proxy of Charles G. Masters, dated December 29, 2000.
99(d)(3) Consulting Agreement, dated December 29, 2000, by and between Ranger
and Morton Handel.
99(d)(4) Amended and Restated Consulting Agreement, dated December 29, 2000, by
and between Ranger and S&H Consulting, Ltd.
99(d)(5) Agreement to Cause Performance, dated December 29, 2000, by Charles G.
Masters in favor of Ranger.
99(d)(6) Stock Purchase Agreement, dated as of December 29, 2000, by and
between Bumgarner and Morton Handel.
99(d)(7) Stock Purchase Agreement, dated as of December 29, 2000, by and between
Bumgarner and Isaac Perlmutter.
99(g) None.
99(h) None.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
2
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
BUMGARNER ENTERPRISES, INC.
By /s/ Charles G. Masters
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Name: Charles G. Masters
Title: President
Dated: December 29, 2000
EXHIBIT INDEX
99(a)(1) Offer to Purchase dated December 29, 2000.
99(a)(2) Form of Letter of Transmittal.
99(a)(3) Form of Notice of Guaranteed Delivery.
99(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
99(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
99(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
99(a)(7) Text of press release issued by Ranger dated December 29, 2000.
99(a)(8) Form of summary advertisement dated December 29, 2000 appearing in the
Investor's Business Daily.
99(d)(1) Agreement and Plan of Merger and Reorganization, dated as of December
29, 2000, by and among Bumgarner, Ranger and BEI Acquisition Corporation.
99(d)(2) Irrevocable Proxy of Charles G. Masters, dated December 29, 2000.
99(d)(3) Consulting Agreement, dated December 29, 2000, by and between Ranger
and Morton Handel.
99(d)(4) Amended and Restated Consulting Agreement, dated December 29, 2000, by
and between Ranger and S&H Consulting, Ltd.
99(d)(5) Agreement to Cause Performance, dated December 29, 2000, by Charles G. Masters in favor
of Ranger.
99(d)(6) Stock Purchase Agreement, dated as of December 29, 2000, by and
between Bumgarner and Morton Handel.
99(d)(7) Stock Purchase Agreement, dated as of December 29, 2000, by and between
Bumgarner and Isaac Perlmutter.