SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. . . . .) *
.............................................
RANGER INDUSTRIES, INC.
(Name of Issuer)
.............................................
COMMON STOCK, $0.01 par value
(Title of Class of Securities)
752907105
(CUSIP Number)
.............................................
Charles G. Masters, 3400 82nd Way North, St. Petersburg, FL 33710
(727) 381-4904
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
.............................................
February 6, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
CUSIP No.: 752907105 Page 2
1) Names of Reporting Persons I. R. S. Identification Nos. of Above Persons
(entities only)
Bumgarner Enterprises, Inc., FEIN: 59-3676898
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
3) SEC Use Only .................................
4) Source of Funds (See Instructions) BK, SC
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [ ]
6) Citizenship or Place of Organization Florida
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power -0-
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person With (10) Shared Dispositive Power -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11)
-0-
14) Type of Reporting Person (See Instructions)
CO
CUSIP No.: 752907105 Page 3
1) Names of Reporting Persons I. R. S. Identification Nos. of Above Persons
(entities only)
Charles G. Masters, individually and as trustee of the Charles G. Masters
Trust Fund
SSN: (not provided)
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
3) SEC Use Only .................................
4) Source of Funds (See Instructions) PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [ ]
6) Citizenship or Place of Organization Florida
Number of (7) Sole Voting Power 11,401,000
Shares
Beneficially (8) Shared Voting Power -0-
Owned by
Each (9) Sole Dispositive Power 11,401,000
Reporting
Person With (10) Shared Dispositive Power -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
11,401,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11)
73%
14) Type of Reporting Person (See Instructions)
CO
CUSIP No.: 752907105 Page 4
Item 1. Security and Issuer.
$0.01 par value common stock, issued by Ranger Industries, Inc., whose
principal executive officers are One Regency Drive, Bloomfield, Connecticut
06002
Item 2. Identity and Background.
This statement is being filed by two persons, Bumgarner Enterprises, Inc. and
Charles G. Masters.
(i) (a) Bumgarner Enterprises, Inc.
(b) Bumgarner Enterprises, Inc.'s principal office is c/o Charles G.
Masters, 3400 82nd Way North, St. Petersburg, FL 33710.
(c) Bumgarner Enterprises, Inc.'s principal business is as a result
of its recent purchase of an interest in a joint venture for the
exploration and development of certain oil and gas prospects in
Oklahoma.
(d) During the last five years, Bumgarner Enterprises, Inc. has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Bumgarner Enterprises, Inc. has not
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, and is not and has
not been subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Bumgarner Enterpries is a Florida corporation.
(ii) Charles G. Masters
(a) Charles G. Masters
(b) Mr. Masters' business address is 3400 82nd Way North, St.
Petersburg, FL 33710.
(c) Mr. Masters' is presently self-employed managing his own
investments, and is employed as president of Bumgarner
Enterprises, Inc. This busines is conducted at Mr. Masters'
business address set forth in paragraph (b), above.
CUSIP No.: 752907105 Page 5
(d) During the last five years, Mr. Masters has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Mr. Masters has not been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction, and is not and has not been subject to a
judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
(f) Mr. Masters is a citizen of the United States and a resident of
the state of Florida.
Item 3. Source and Amount of Funds or Other Consideration.
(a) Bumgarner Enterprises, Inc.
Bumgarner Enterprises, Inc. ("Bumgarner") has completed a tender offer and
has acquired 4,388,181 shares of common stock of Ranger Industries, Inc.
("Ranger"). As a result of a merger completed immediately prior to the
completion of the tender offer, Bumgarner became a wholly-owned subsidiary of
Ranger. Consequently, the shares of Ranger common stock held by Bumgarner are
not entitled to vote and are not considered to be "outstanding" for state
corporate law purposes.
Bumgarner financed a substantial portion of the tender offer with an $8.5
million loan made available from Guaranty Bank & Trust Company, Denver,
Colorado. Bumgarner financed the balance of the tender offer with funds made
available to it by Ranger.
(b) Charles G. Masters
Bumgarner completed transactions under an Agreement and Plan of Merger and
Reorganization dated as of December 29, 2000, as amended on January 23, 2001
(the "Merger Agreement"). As a result of the Merger Agreement, Bumgarner is now
a wholly-owned subisidiary of Ranger, and Ranger issued 14,720,000 shares of
Ranger common stock to the persons who formerly held shares of Bumgarner common
stock.
As a result of the completion of the merger, Mr. Masters, directly and
through the Charles G. Masters Trust Fund, Charles G. Masters as trustee, own
11,401,000 shares of Ranger common stock as to which Mr. Masters has sole
dispositive and sole voting power. Mr. Masters acquired his previous interest in
Bumgarner with his personal funds.
CUSIP No.: 752907105 Page 6
Item 4. Purpose of Transaction.
Bumgarner completed the tender offer to acquire Ranger common stock to
comply with certain obligations set forth in the Merger Agreement by which
Bumgarner will become a wholly-owned subsidiary of Ranger.
Mr. Masters acquired the Ranger common stock pursuant to the Merger
Agreement to take control of Ranger. As a condition of the Merger Agreement,
Ranger's board of directors resigned and appointed Mr. Masters and two designees
as directors of Ranger. Ranger has provided the notification required by Section
14(f) of the Securities Exchange Act of 1934, as amended.
(a) Neither Mr. Masters nor Bumgarner has any plans for the acquisition by any
person of additional securities of Ranger other than as set forth in the
preceding two paragraphs, or for the disposition of any securities of
Ranger.
(b) Neither Mr. Masters nor Bumgarner has any plans for any extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving Ranger or any of its subsidiaries other than the merger by which
Ranger acquired Bumgarner. Bumgarner will have to acquire additional
financing for the purpose of completing its investment in certain oil and
gas properties as described in the tender offer documents.
(c) Neither Mr. Masters nor Bumgarner has any plans for a sale or transfer of a
material amount of assets of Ranger or any of its subsidiaries other than
in furtherance of its planned oil and gas exploration and development.
(d) Neither Mr. Masters nor Bumgarner has any plans any change in the present
board of directors or management of Ranger except to the extent
accomplished in completing the merger.
(e) Neither Mr. Masters nor Bumgarner has any plans to accomplish any material
change in the present capitalization or dividend policy of Ranger except to
the extent necessary to acquire additional capital necessary to complete
Bumgarner's acquisition of its oil and gas properties.
(f) Neither Mr. Masters nor Bumgarner has any plans to accomplish any other
material change in Ranger's business or corporate structure except that
Ranger will be participating in the exploration for oil and gas, and the
development of oil and gas prospects, as a result of Bumgarner's investment
in a joint venture which owns oil and gas prospects in Oklahoma.
CUSIP No.: 752907105 Page 7
(g) Neither Mr. Masters nor Bumgarner has any plans to make changes in Ranger's
charter, bylaws or to take other actions which may impede the acquisition
of control of Ranger by any person.
(h) Neither Mr. Masters nor Bumgarner has any plans to cause a class of
securities of Ranger to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system
of a registered national securities association;
(i) Neither Mr. Masters nor Bumgarner has any plans to cause a class of equity
securities of Ranger to become eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as
amended. Even if, as a result of the tender offer, the equity securities of
Ranger become eligible for termination of registration, neither Bumgarner
nor Mr. Masters intends to take actions to terminate such registration.
(j) Neither Mr. Masters nor Bumgarner has any plans to take or cause Ranger to
take any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) State the aggregate number and percentage of the class of securities
identified pursuant to Item 1 (which may be based on the number of
securities outstanding as contained in the most recently available filing
with the Commission by the issuer unless the filing person has reason to
believe such information is not current) beneficially owned (identifying
those shares which there is a right to acquire) by each person named in
Item 2. The above mentioned information should also be furnished with
respect to persons who, together with any of the persons named in Item 2,
comprise a group within the meaning of Section 13(d)(3) of the Act
(i) Neither Bumgarner nor Mr. Masters, nor any affiliate of either,
currently owns any common stock (or the right to acquire any common
stock) of Ranger except pursuant to the tender offer (described in
Item 5, para. (a)(ii), below) and pursuant to the merger agreement
(described in Item 5, para. (a)(iii), below).
(ii) Bumgarner has completed a tender offer by which it acquired 4,388,181
shares of Ranger's common stock. Although these shares are considered
"issued" for the purposes of state law, these shares are not
considered to be "outstanding" because they are owned by Bumgarner,
currently a wholly-owned subisidiary of Ranger. Consequently there are
no voting rights attributable to these shares.
Although Bumgarner has dispositive rights as to those shares, it can
only dispose of the shares to the same extent Ranger could do so.
Bumgarner intends to return the shares to Ranger for cancellation (at
which point the shares will become authorized but unissued).
CUSIP No.: 752907105 Page 8
(iii) Pursuant to the completion of the merger, Ranger acquired all of the
outstanding shares of Bumgarner common stock. As a result Mr. Masters,
directly and through the Charles G. Masters Trust Fund (both formerly
shareholders of Bumgarner), will have sole dispositive and voting
rights to 11,401,000 shares of Ranger common stock.
(b) For each person named in response to paragraph (a), indicate the number of
shares as to which there is sole power to vote or to direct the vote,
shared power to vote or to direct the vote, sole power to dispose or to
direct the disposition, or shared power to dispose or to direct the
disposition. Provide the applicable information required by Item 2 with
respect to each person with whom the power to vote or to direct the vote or
to dispose or direct the disposition is shared.
See paragraph (a), above.
(c) Describe any transactions in the class of securities reported on that were
effected during the past sixty days or since the most recent filing on
Schedule 13D (ss.240.13d-191), whichever is less, by the persons named in
response to paragraph (a).
None
(d) If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
such securities, a statement to that effect should be included in response
to this item and, if such interest relates to more than five percent of the
class, such person should be identified.
Not applicable.
(e) If applicable, state the date on which the reporting person ceased to be
the beneficial owner of more than five percent of the class of securities.
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Describe any contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 and between such persons and any
person with respect to any securities of the issuer, including but not limited
to transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, put or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies, naming the persons
with whom such contracts, arrangements, understandings or relationships have
been entered into. Include such information for any of the securities that are
pledged or otherwise subject to a contingency the occurrence of which would give
another person voting power or investment power over such securities except that
disclosure of standard default and similar provisions contained in loan
agreements need not be included.
CUSIP No.: 752907105 Page 9
There are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 (Bumgarner and Mr. Masters) and
between such persons and any other person with respect to any securities of
Ranger, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, put or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits. The following documents are filed
herewith as exhibits to this Schedule 13-D:
1. Merger Agreement by and between Ranger Industries, Inc., BEI
Acquisition Corporation, and Bumgarner Enterprises, Inc. (incorporated
by reference to Schedule TO and amendments thereto filed by Bumgarner
Enterprises, Inc., Commission file no. 005-18370).
2. Tender offer statement (incorporated by reference to Schedule TO and
amendments thereto filed by Bumgarner Enterprises, Inc., Commission
file no. 005-18370).
3. Firm commitment letter dated January 19, 2001, from Guaranty Bank and
Trust Company, incorporated by reference from Exhibit 99(b)(1) to the
Schedule TO/A and amendments thereto filed by Bumgarner Enterprises,
Inc. (005-18370)
4. Letter dated January 26, 2001, from Guaranty Bank and Trust Company,
incorporated by reference from Exhibit 99(b)(2) to the Schedule TO/A
and amendments thereto filed by Bumgarner Enterprises, Inc.
(005-18370)
5. Letter Agreement dated January 26, 2001, from Guaranty Bank and Trust
Company, incorporated by reference from Exhibit 99(b)(3) to the
Schedule TO/A and amendments thereto filed by Bumgarner Enterprises,
Inc. (005-18370)
6. Commercial/Agricultural Revolving or Draw Note-Fixe Rate, dated
January 29, 2001, executed by Bumgarner as borrower with Guaranty Bank
and Trust Company as lender, incorporated by reference from Exhibit
99(b)(4) to the Schedule TO/A and amendments thereto filed by
Bumgarner Enterprises, Inc. (005-18370)
7. Commercial Security Agreement dated January 29, 2001, between
Bumgarner Enterprises, Inc. as debtor and from Guaranty Bank and Trust
Company as secured party, incorporated by reference from Exhibit
99(b)(5) to the Schedule TO/A and amendments thereto filed by
Bumgarner Enterprises, Inc. (005-18370)
8. Commercial Assignment of MMDA Account, dated January 29, 2001,
incorporated by reference from Exhibit 99(b)(6) to the Schedule TO/A
and amendments thereto filed by Bumgarner Enterprises, Inc.
(005-18370)
9. Guaranty dated January 29, 2001, by Charles G. Masters as guarantor,
incorporated by reference from Exhibit 99(b)(8) to the Schedule TO/A
and amendments thereto filed by Bumgarner Enterprises, Inc.
(005-18370)
Page 10
Signatures.
After reasonable 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.
Date: February 9, 2001 /s/ Charles G. Masters
By: Charles G. Masters, President
Date: February 9, 2001 /s/ Charles G. Masters
Charles G. Masters, individually and as
trustee of the Charles G. Masters Trust Fund
Attention: Intentional misstatements or omissions of fact
constitute federal criminal violations. (See 18 U.S.C. 1001)