-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dm+eCAo3DcAIJgNhHLHDKpEI7lFDvkX4hwEBS0gAEc33nqNA8Q1qz/8nvc/6rZt9 35a2Guljiue4t4bIqGUSaA== /in/edgar/work/0000941655-00-000021/0000941655-00-000021.txt : 20000712 0000941655-00-000021.hdr.sgml : 20000712 ACCESSION NUMBER: 0000941655-00-000021 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000711 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAPSTONE TURBINE CORP CENTRAL INDEX KEY: 0001009759 STANDARD INDUSTRIAL CLASSIFICATION: [3621 ] IRS NUMBER: 954180883 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-59265 FILM NUMBER: 671127 BUSINESS ADDRESS: STREET 1: 6430 INDEPENDENCE CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 8187162929 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RHO MANAGEMENT CO INC CENTRAL INDEX KEY: 0001020455 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 133087622 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 767 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2127516677 MAIL ADDRESS: STREET 1: 767 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10153 SC 13G 1 0001.txt SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Capstone Turbine Corporation ----------------------------------------- (Name of Issuer) Common Stock, $0.01 par value ----------------------------------------- (Title of Class of Securities) US 14067D1028 ----------------------------------------- (CUSIP Number) June 29, 2000 ----------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. US 14067D1028 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). Rho Management Company, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 6,319,798 Shares 6 SHARED VOTING POWER 0 Shares 7 SOLE DISPOSITIVE POWER 6,319,798 Shares 8 SHARED DISPOSITIVE POWER 0 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,319,798 Shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.6% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO CUSIP No. US 14067D1028 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). Rho Management Trust I 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 6,257,998 Shares 6 SHARED VOTING POWER 0 Shares 7 SOLE DISPOSITIVE POWER 6,257,998 Shares 8 SHARED DISPOSITIVE POWER 0 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,257,998 Shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.5% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP No. US 14067D1028 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). Rho Management Trust IV 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 61,800 Shares 6 SHARED VOTING POWER 0 Shares 7 SOLE DISPOSITIVE POWER 61,800 Shares 8 SHARED DISPOSITIVE POWER 0 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,800 Shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP No. US 14067D1028 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). Joshua Ruch 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of South Africa NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 0 Shares 6 SHARED VOTING POWER 6,319,798 Shares 7 SOLE DISPOSITIVE POWER 0 Shares 8 SHARED DISPOSITIVE POWER 6,319,798 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,319,798 Shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.6% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN This Statement on Schedule 13G relates to shares of Common Stock (the "Shares") of Capstone Turbine Corporation (the "Company") held for the accounts of Rho Management Trust I and Rho Management Trust IV, of which Rho Management Company, Inc. and Joshua Ruch may be deemed beneficial owners, as set forth herein. Item 1(a) Name of issuer: Capstone Turbine Corporation, a California (the "Company"). Item 1(b) Address of issuer's principal executive offices: 6430 Independence Avenue, Woodland Hills, California 91367. Item 2. Identity of Persons Filing. (a) This Statement is being filed by Rho Management Company Inc. ("Rho"), a New York corporation, Rho Management Trust I, a New York grantor trust, Rho Management Trust IV, a New York grantor trust (Rho Management Trust I and Rho Management Trust IV, collectively, the "Trusts"), and Joshua Ruch. Rho is investment advisor to the Trusts. Joshua Ruch is the controlling stockholder of Rho. (b)-(c) Rho is a New York corporation, with its address at 152 West 57th Street, 23rd Floor, New York, New York 10019. Each of the Trusts is a New York grantor trust, with its address at 152 West 57th Street, 23rd Floor, New York, New York 10019. The trustee of the Trusts is William F. Indoe, Esq., whose address is Sullivan & Cromwell, 125 Broad Street, New York, New York 10004. Mr. Ruch is a citizen of the Republic of South Africa, with his address c/o Rho, 152 West 57th Street, 23rd Floor, New York, New York 10019. 2(d) Title of class of securities: Common Stock 2(e) CUSIP No.: US 14067D1028 Item 3. If this statement is filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company as defined in section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [x] Item 4. Ownership See cover page for each reporting person. As the ultimate holder of voting and investment authority over the Shares owned by its advisory clients, Rho may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of the aggregate amount of Shares reported by each of the reporting persons. As controlling stockholder of Rho, Mr. Ruch may also be deemed the beneficial owner of the Shares reported in the name of the Trusts. Item 5. Ownership of 5 Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ] Item 6. Ownership of More than 5 Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certifications By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE 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. Dated: July 11, 2000. RHO MANAGEMENT COMPANY, INC. By: /s/ Joshua Ruch -------------------------- Name: Joshua Ruch Title: President RHO MANAGEMENT TRUST I By: RHO MANAGEMENT COMPANY, INC. As Investment Advisor By: /s/ Joshua Ruch -------------------------- Name: Joshua Ruch Title: President RHO MANAGEMENT TRUST IV By: RHO MANAGEMENT COMPANY, INC. As Investment Advisor By: /s/ Joshua Ruch -------------------------- Name: Joshua Ruch Title: President JOSHUA RUCH /s/ Joshua Ruch - -------------------------- Name: Joshua Ruch EX-99 2 0002.txt EXHIBIT A - JOINT FILING AGREEMENT EXHIBIT A JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto, and any filing on Schedule 13D relating to the same investment) with respect to the shares of common stock, par value $0.01 per share, of Capstone Turbine Corporation, and further agree that this Joint Filing Agreement be included as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement. Dated: July 11, 2000. RHO MANAGEMENT COMPANY, INC. By: /s/ Joshua Ruch -------------------------- Name: Joshua Ruch Title: President RHO MANAGEMENT TRUST I By: RHO MANAGEMENT COMPANY, INC. As Investment Advisor By: /s/ Joshua Ruch -------------------------- Name: Joshua Ruch Title: President RHO MANAGEMENT TRUST IV By: RHO MANAGEMENT COMPANY, INC. As Investment Advisor By: /s/ Joshua Ruch -------------------------- Name: Joshua Ruch Title: President JOSHUA RUCH /s/ Joshua Ruch - -------------------------- Name: Joshua Ruch -----END PRIVACY-ENHANCED MESSAGE-----