SC 13G

0000950123-08-001095.txt : 20080204 0000950123-08-001095.hdr.sgml : 20080204 20080204125049 ACCESSION NUMBER: 0000950123-08-001095 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20080204 DATE AS OF CHANGE: 20080204 GROUP MEMBERS: CHC PARTNERS LLC GROUP MEMBERS: HOWARD T KAMINSKY GROUP MEMBERS: KEVIN D ENG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RTI INTERNATIONAL METALS INC CENTRAL INDEX KEY: 0001068717 STANDARD INDUSTRIAL CLASSIFICATION: ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350] IRS NUMBER: 522115953 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-54811 FILM NUMBER: 08571333 BUSINESS ADDRESS: STREET 1: 1000 WARREN AVE CITY: NILES STATE: OH ZIP: 44446 BUSINESS PHONE: 2165447700 MAIL ADDRESS: STREET 1: 1000 WARREN AVE CITY: NILES STATE: OH ZIP: 44446 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Columbus Hill Capital Management, L.P. CENTRAL INDEX KEY: 0001384982 IRS NUMBER: 010864151 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 830 MORRIS TURNPIKE CITY: SHORT HILLS STATE: NJ ZIP: 07078 BUSINESS PHONE: 973-921-3420 MAIL ADDRESS: STREET 1: 830 MORRIS TURNPIKE CITY: SHORT HILLS STATE: NJ ZIP: 07078 SC 13G 1 y47568sc13g.htm SC 13G SC 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934*

RTI International Metals, Inc.

(Name of Issuer)

Common Stock, $.01 par value
(Title of Class of Securities)

74973W107
(CUSIP Number)

January 24, 2008
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o 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.		74973W107	Schedule 13 G	Page		2		of		11


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Columbus Hill Capital Management, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,199,100

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			1,199,100

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,199,100

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	5.2%

12	TYPE OF REPORTING PERSON

	PN


CUSIP No.		74973W107	Schedule 13 G	Page		3		of		11


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CHC Partners, L.L.C.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,199,100

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			1,199,100

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,199,100

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	5.2%

12	TYPE OF REPORTING PERSON

	OO


CUSIP No.		74973W107	Schedule 13 G	Page		4		of		11


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kevin D. Eng


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,199,100

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			1,199,100

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,199,100

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	5.2%

12	TYPE OF REPORTING PERSON

	IN


CUSIP No.		74973W107	Schedule 13 G	Page		5		of		11


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Howard T. Kaminsky


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,199,100

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			1,199,100

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,199,100

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	5.2%

12	TYPE OF REPORTING PERSON

	IN


			Schedule 13 G	Page		6		of		11

This statement on Schedule 13G is filed with respect to the Common Stock (as defined in Item 2(d) below) of RTI International Metals, Inc., a corporation organized under the laws of the State of Ohio.

ITEM 1(a). NAME OF ISSUER:

The name of the issuer is RTI International Metals, Inc. (the “Company”).

ITEM 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

The Company’s principal executive office is located at 1000 Warren Avenue, Niles, Ohio 44446.

ITEMS 2(a), 2(b) and 2(c). NAME OF PERSON FILING, ADDRESS OR PRINCIPAL BUSINESS OFFICE AND CITIZENSHIP:

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:

	(i)		Columbus Hill Capital Management, L.P., a Delaware limited partnership, with respect to the Shares reported in this Schedule 13G (the “Shares”) held by certain investment funds managed by Columbus Hill Capital Management, L.P.(the “Funds”). Columbus Hill Capital Management, L.P. serves as the investment manager to each of the Funds.

	(ii)		CHC Partners, L.L.C., a Delaware limited liability company, which is the general partner of Columbus Hill Capital Management, L.P., with respect to the Shares.

	(iii)		Mr. Kevin D. Eng and Mr. Howard T. Kaminsky, with respect to Shares. Mr. Eng and Mr. Kaminsky each serves as a managing member of CHC Partners, L.L.C. Mr. Eng and Mr. Kaminsky each also serves as a managing member of the general partner of one of the Funds and as a director on the Board of Directors of one of the Funds. The Funds have the power to replace Columbus Hill Capital Management, L.P. as investment manager at the end of any year upon not less than 30 days prior written notice.

The address of the principal business office of each of the Reporting Persons is c/o Columbus Hill Capital Management, L.P., 830 Morris Turnpike, 2^nd Floor, Short Hills, NJ 07078.

Columbus Hill Capital Management, L.P. and CHC Partners, L.L.C. are organized under the laws of the State of Delaware. Mr. Eng and Mr. Kaminsky are United States citizens.


			Schedule 13 G	Page		7		of		11

ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, $.01 par value

ITEM 2(e). CUSIP NUMBER: 74973W107

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:


		(a) o		Broker or dealer registered under Section 15 of the Act;

		(b) o		Bank as defined in Section 3(a)(6) of the Act;

		(c) o		Insurance Company as defined in Section 3(a)(19) of the Act;

		(d) o		Investment Company registered under Section 8 of the Investment Company Act of 1940;

		(e) o		Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940: see Rule 13d-1(b)(1)(ii)(E);

		(f) o		Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F);

		(g) o		Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G);

		(h) o		Savings Associations as defined in Section 3(b) of the Federal Deposit Insurance Act;

		(i) o		Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940;

		(j) o		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. þ


			Schedule 13 G	Page		8		of		11

ITEM 4. OWNERSHIP.

The percentages set forth in this Item 4 are based on there being 23,083,433 shares of Common Stock outstanding as of October 26, 2007 as disclosed in the Company’s Form 10-Q filed on November 2, 2007 for the quarterly period ended September 30, 2007.

Columbus Hill Capital Management, L.P.

	(a)		Amount beneficially owned: 1,199,100

	(b)		Percent of class: 5.2%

	(c)		Number of shares as to which such person has:

	(i)		sole power to vote or direct the vote: -0-

	(ii)		shared power to vote or direct the vote: 1,199,100

	(iii)		sole power to dispose or direct the disposition: -0-

	(iv)		shared power to dispose or direct the disposition: 1,199,100

CHC Partners, L.L.C.

	(a)		Amount beneficially owned: 1,199,100

	(b)		Percent of class: 5.2%

	(c)		Number of shares as to which such person has:

	(i)		sole power to vote or direct the vote: -0-

	(ii)		shared power to vote or direct the vote: 1,199,100

	(iii)		sole power to dispose or direct the disposition: -0-

	(iv)		shared power to dispose or direct the disposition: 1,199,100

Kevin D. Eng

	(a)		Amount beneficially owned: 1,199,100

	(b)		Percent of class: 5.2%

	(c)		Number of shares as to which such person has:

	(i)		sole power to vote or direct the vote: -0-

	(ii)		shared power to vote or direct the vote: 1,199,100

	(iii)		sole power to dispose or direct the disposition: -0-

	(iv)		shared power to dispose or direct the disposition: 1,199,100

Howard T. Kaminsky

	(a)		Amount beneficially owned: 1,199,100

	(b)		Percent of class: 5.2%

	(c)		Number of shares as to which such person has:

	(i)		sole power to vote or direct the vote: -0-

	(ii)		shared power to vote or direct the vote: 1,199,100

	(iii)		sole power to dispose or direct the disposition: -0-

	(iv)		shared power to dispose or direct the disposition: 1,199,100

ITEM 5. OWNERSHIP OF FIVE 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: o


			Schedule 13 G	Page		9		of		11

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Other than as set forth herein, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities reported in this Schedule 13G.

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. CERTIFICATION. (if filing pursuant to Rule 13d-1(c))

Each of the Reporting Persons hereby makes the following certification:

By signing below each Reporting Person certifies that, to the best of its 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 not held in connection with or as a participant in any transaction having that purpose or effect.


			Schedule 13 G	Page		10		of		11

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: February 4, 2008


COLUMBUS HILL CAPITAL MANAGEMENT, L.P.
By:	/s/ David W. Ambrosia
	Name:	David W. Ambrosia
	Title:	Managing Director and General Counsel

CHC CAPITAL PARTNERS, L.L.C.
By:	/s/ *
	Name:	Kevin D. Eng
	Title:	Managing Member

KEVIN D. ENG
By:	/s/ *
	Name:	Kevin D. Eng


HOWARD T. KAMINSKY
By:	/s/ *
	Name:	Howard T. Kaminsky

*/s/ David W. Ambrosia

__________________________

David W. Ambrosia, as attorney-in-fact for Kevin D. Eng and Howard T. Kaminsky pursuant to Power of Attorney dated February 12, 2007.

EXHIBIT INDEX


Exhibit 99.1:		Joint Filing Agreement, by and among Columbus Hill Capital Management, L.P., CHC Partners, L.L.C., Kevin D. Eng and Howard T. Kaminsky.


Exhibit 99.2:		Power of Attorney granted by Mr. Kevin D. Eng in favor of David W. Ambrosia and David Newmark, dated February 12, 2007.


Exhibit 99.3:		Power of Attorney granted by Mr. Howard T. Kaminsky in favor of David W. Ambrosia and David Newmark, dated February 12, 2007.

EX-99.1 2 y47568exv99w1.htm EX-99.1: JOINT FILING AGREEMENT EX-99.1

CUSIP NO. 651754103


			Schedule 13 G	Page		11		of		11

EXHIBIT 99.1

JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED: February 4, 2008


COLUMBUS HILL CAPITAL MANAGEMENT, L.P.
By:	/s/ David W. Ambrosia
	Name:	David W. Ambrosia
	Title:	Managing Director and General Counsel

CHC CAPITAL PARTNERS, L.L.C.
By:	/s/ *
	Name:	Kevin D. Eng
	Title:	Managing Member

KEVIN D. ENG
By:	/s/ *
	Name:	Kevin D. Eng


HOWARD T. KAMINSKY
By:	/s/ *
	Name:	Howard T. Kaminsky

*/s/ David W. Ambrosia

__________________________

David W. Ambrosia, as attorney-in-fact for Kevin D. Eng and Howard T. Kaminsky pursuant to Power of Attorney dated February 12, 2007.

EX-99.2 3 y47568exv99w2.htm EX-99.2: POWER OF ATTORNEY EX-99.2

Exhibit 99.2

Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that I, KEVIN D. ENG, hereby make, constitute and appoint each of DAVID W. AMBROSIA and DAVID NEWMARK acting individually and with full power of substitution, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity, (b) in my capacity as managing member or in other capacities with Columbus Hill Capital Management, L.P., a Delaware limited partnership (“Columbus Hill Capital Management”), (c) in my capacity as managing member or in other capacities of CHC Partners, L.L.C., a Delaware limited liability (“CHC Partners”), Columbus Hill Capital Partners, L.L.C., a Delaware limited liability (“Columbus Hill Capital Partners”), or (d) in my capacity as a director of Columbus Hill Overseas, Ltd., a Cayman Islands exempted company (“Columbus Hill Overseas”), and each of their respective affiliates or other entities advised or controlled by me, Columbus Hill Capital Management, CHC Partners, Columbus Hill Capital Partners or Columbus Hill Overseas, all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the Commission pursuant to Section 13(d) or Section 16(a) of the Exchange Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k), and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the Commission pursuant to Section 13(f) of the Exchange Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me.

IN WITNESS WHEREOF, I have executed this instrument as of the 12th day of February, 2007.

s/ Kevin Eng

__________________________

Kevin D. Eng

EX-99.3 4 y47568exv99w3.htm EX-99.3: POWER OF ATTORNEY EX-99.3

Exhibit 99.3

Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that I, HOWARD T. KAMINSKY, hereby make, constitute and appoint each of DAVID W. AMBROSIA and DAVID NEWMARK acting individually and with full power of substitution, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity, (b) in my capacity as managing member or in other capacities with Columbus Hill Capital Management, L.P., a Delaware limited partnership (“Columbus Hill Capital Management”), (c) in my capacity as managing member or in other capacities of CHC Partners, L.L.C., a Delaware limited liability (“CHC Partners”), Columbus Hill Capital Partners, L.L.C., a Delaware limited liability (“Columbus Hill Capital Partners”), or (d) in my capacity as a director of Columbus Hill Overseas, Ltd., a Cayman Islands exempted company (“Columbus Hill Overseas”), and each of their respective affiliates or other entities advised or controlled by me, Columbus Hill Capital Management, CHC Partners, Columbus Hill Capital Partners or Columbus Hill Overseas, all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the Commission pursuant to Section 13(d) or Section 16(a) of the Exchange Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k), and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the Commission pursuant to Section 13(f) of the Exchange Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me.

IN WITNESS WHEREOF, I have executed this instrument as of the 12th day of February, 2007.

s/ Howard Kaminsky

__________________________

Howard Kaminsky

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