1 Prospect Group Inc., whose recent hostile tender offer for Recognition Equipment Inc. failed for lack of financing, apparently has gained a measure of control over the troubled company anyway.
2 As part of what a Recognition spokeswoman termed an 'amiable agreement,' Prospect Group will wind up with control of top management posts and an increased stake in the maker of data management equipment.
3 In a management restructuring, Thomas L. Ringer resigned as chairman, chief executive and a director, while Israel Sheinberg resigned as a director.
4 Mr. Sheinberg remains as executive vice president.
5 Thomas M. Hurley and Robert A. Vanourek, who had been designated to take over Recognition's top spots had Prospect's tender offer succeeded, were named co-chief executives and directors.
6 Mr. Hurley was formerly a vice president and general manager of an Avery International division; Mr. Vanourek was a former group vice president of Pitney Bowes Inc.
7 In addition, the agreement calls for Gilbert H. Lamphere, chairman of Prospect Group's executive committee, to be named chairman of a restructured board that will include four new independent directors.
8 Also named to the revised board was Thomas A. Loose, Recognition's senior vice president and general counsel.
9 Prospect, a New York-based leveraged buy-out firm, also agreed to invest $15 million in Recognition, which in turn agreed to repurchase as much as $20 million of its stock.
10 That would increase Prospect's ownership of the company's fully-diluted shares outstanding to 20% from 14.1%.
11 Under the agreement, Prospect is permitted to increase its stake in Recognition to 30%.
12 Beyond that, Prospect said it wouldn't offer to acquire additional shares for less than $11.25 a share during the next year or less than $14.06 a share during the subsequent two years.
13 Recognition also said it obtained a commitment from Chemical Bank and Bank of Boston to convert an estimated $18 million in bank debt to a new, 24-month secured term loan to be repaid through the sale of certain assets.
14 In August, Recognition said it was in violation of certain terms of its debt agreements with bank lenders because of a $3.9 million loss for the third quarter ended July 31.
15 The company attributed the loss to declining revenue and litigation costs relating to criminal charges against the company and two former executives, William G. Moore Jr. and Robert W. Reedy.
16 The former executives were indicted last October on charges of fraud, theft and conspiracy related to efforts by the company to win $400 million in Postal Service contracts.
17 Recognition Equipment said it expected to put the agreement with Prospect to a vote of its stockholders at a special meeting in January.
18 In New York Stock Exchange composite trading, Recognition rose 87.5 cents to $6.625.
19 Prospect slipped 25 cents to $10.50 in national over-the-counter trading.

Thomas M . Hurley and Robert A . Vanourek , who had been designated to take over Recognition ' s top spots had Prospect ' s tender offer succeeded , were named co - chief executives and directors .
Recognition ' s
How many top spots did Recognition have?