-----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, SRcRkXCABMIPrqEAucP31ob+Sk9SRYl0H5Gp8ElvzHVsj2/8Mc8KrQKLd4AspGV0 2xmyLvipro0YA7L5fCZxBA== 0000950172-96-000046.txt : 19960131 0000950172-96-000046.hdr.sgml : 19960131 ACCESSION NUMBER: 0000950172-96-000046 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960129 SROS: NYSE GROUP MEMBERS: DERALD H. RUTTENBERG GROUP MEMBERS: ERIC M. RUTTENBERG GROUP MEMBERS: HATTIE RUTTENBERG GROUP MEMBERS: J. ROTHSCHILD CAPITAL MANAGEMENT LIMITED GROUP MEMBERS: JAMES H. KASSCHAU GROUP MEMBERS: JOHN C. RUTTENBERG GROUP MEMBERS: KATHERINE T. RUTTENBERG GROUP MEMBERS: PUTNAM L. CRAFTS, JR. GROUP MEMBERS: RIT CAPITAL PARTNERS PLC GROUP MEMBERS: ST. JAMES'S PLACE CAPITAL PLC GROUP MEMBERS: TINICUM INVESTORS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPS TECHNOLOGIES INC CENTRAL INDEX KEY: 0000093444 STANDARD INDUSTRIAL CLASSIFICATION: BOLTS, NUTS, SCREWS, RIVETS & WASHERS [3452] IRS NUMBER: 231116110 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10009 FILM NUMBER: 96507869 BUSINESS ADDRESS: STREET 1: 101 GREENWOOD AVENUE STREET 2: SUITE 470 CITY: JENKINTOWN STATE: PA ZIP: 19046 BUSINESS PHONE: 2155172006 MAIL ADDRESS: STREET 1: 101 GREENWOOD AVENUE STREET 2: SUITE 470 CITY: JENKINTOWN STATE: PA ZIP: 19046 FORMER COMPANY: FORMER CONFORMED NAME: STANDARD PRESSED STEEL CO DATE OF NAME CHANGE: 19780525 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TINICUM INVESTORS CENTRAL INDEX KEY: 0000945914 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133800339 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 990 STEWART AVE CITY: GARDEN CITY STATE: NY ZIP: 11530 BUSINESS PHONE: 5162222874 MAIL ADDRESS: STREET 1: SKADDEN ARPS SLATE MEAGHER & FLOM STREET 2: 919 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12) SPS Technologies, Inc. ___________________________________________________________ (Name of Issuer) Common Stock, Par Value $1.00 Per Share ___________________________________________________________ (Title of Class of Securities) 784626 10 3 ___________________________________________________________ (CUSIP Number of Class of Securities) John F. Keane Tinicum Enterprises, Inc. 990 Stewart Avenue Garden City, New York 11530 (516) 222-2874 ___________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Paul T. Schnell, Esq. Skadden, Arps, Slate, Meagher & Flom 919 Third Avenue New York, New York 10022 (212) 735-3000 ___________________________________________________________ (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (b) (3) or (4), check the following box: ( ) Check the following box if a fee is being paid with this statement: ( ) SCHEDULE 13D CUSIP No. 784626 10 3 _________________________________________________________________ (1) NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS TINICUM INVESTORS 13-3800339 _________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) ( ) _________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) SOURCE OF FUNDS OO, WC, BK _________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) _________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE _________________________________________________________________ (7) SOLE VOTING POWER NUMBER OF 629,339 SHARES ________________________________ BENEFICIALLY (8) SHARE VOTING POWER OWNED BY 0 EACH ________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON 629,339 WITH ________________________________ (10) SHARED DISPOSITIVE POWER 0 _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 629,339 _________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) _________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 10.8% _________________________________________________________________ (14) TYPE OF REPORTING PERSON PN _________________________________________________________________ SCHEDULE 13D CUSIP No. 784626 10 3 _________________________________________________________________ (1) NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS DERALD H. RUTTENBERG ###-##-#### _________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) ( ) _________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) SOURCE OF FUNDS PF, BK _________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) _________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. _________________________________________________________________ (7) SOLE VOTING POWER NUMBER OF 24,446 SHARES ________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 0 EACH ________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON 24,446 WITH ________________________________ (10) SHARED DISPOSITIVE POWER 0 _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,446 _________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) _________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.4% _________________________________________________________________ (14) TYPE OF REPORTING PERSON IN _________________________________________________________________ SCHEDULE 13D CUSIP No. 784626 10 3 _________________________________________________________________ (1) NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ERIC M. RUTTENBERG ###-##-#### _________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) ( ) _________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) SOURCE OF FUNDS OO, PF, BK _________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) _________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. _________________________________________________________________ (7) SOLE VOTING POWER NUMBER OF 28,437 SHARES ________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 0 EACH ________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON 28,437 WITH ________________________________ (10) SHARED DISPOSITIVE POWER 0 _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,437 _________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) _________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.5% (INCLUDING 2,926 SHARES PURCHASABLE UPON EXERCISE OF CERTAIN OPTIONS GRANTED TO ERIC RUTTENBERG) _________________________________________________________________ (14) TYPE OF REPORTING PERSON IN _________________________________________________________________ SCHEDULE 13D CUSIP No. 784626 10 3 _________________________________________________________________ (1) NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS JOHN C. RUTTENBERG ###-##-#### _________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) ( ) _________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) SOURCE OF FUNDS PF, BK _________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) _________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. _________________________________________________________________ (7) SOLE VOTING POWER NUMBER OF 24,446 SHARES ________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 0 EACH ________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON 24,446 WITH ________________________________ (10) SHARED DISPOSITIVE POWER 0 _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,446 _________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) _________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.4% _________________________________________________________________ (14) TYPE OF REPORTING PERSON IN _________________________________________________________________ SCHEDULE 13D CUSIP No. 784626 10 3 _________________________________________________________________ (1) NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS KATHERINE T. RUTTENBERG ###-##-#### _________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) ( ) _________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) SOURCE OF FUNDS PF, BK _________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) _________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. _________________________________________________________________ (7) SOLE VOTING POWER NUMBER OF 24,446 SHARES ________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 0 EACH ________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON 24,446 WITH ________________________________ (10) SHARED DISPOSITIVE POWER 0 _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,446 _________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) _________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.4% _________________________________________________________________ (14) TYPE OF REPORTING PERSON IN _________________________________________________________________ SCHEDULE 13D CUSIP No. 784626 10 3 _________________________________________________________________ (1) NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS HATTIE RUTTENBERG ###-##-#### _________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) ( ) _________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) SOURCE OF FUNDS PF, BK _________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) _________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. _________________________________________________________________ (7) SOLE VOTING POWER NUMBER OF 24,446 SHARES ________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 0 EACH ________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON 24,446 WITH ________________________________ (10) SHARED DISPOSITIVE POWER 0 _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,446 _________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) _________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.4% _________________________________________________________________ (14) TYPE OF REPORTING PERSON IN _________________________________________________________________ This Statement constitutes Amendment No. 12 to the Statement on Schedule 13D (the "Schedule 13D") filed with the Securities and Exchange Commission by Tinicum Enterprises, Inc., a Delaware corporation ("Enterprises"), Tinicum Investors, L.P., a Delaware limited partnership ("Investors"), RIT Capital Partners plc, a United Kingdom corporation ("RIT"), J. Rothschild Holdings plc, a United Kingdom corporation ("JRH"), J. Rothschild Capital Management Limited, a United Kingdom corporation ("JRCML"), St. James's Place Capital plc, a United Kingdom corporation ("SJPC"), and Mr. Putnam L. Crafts, Jr. ("Mr. Crafts") in connection with their ownership of shares of common stock, par value $1.00 per share (the "Shares"), of SPS Technologies Inc., a Pennsylvania corporation (the "Issuer"). This Amendment No. 12 is being filed by Tinicum Investors, a Delaware general partnership ("Investors II"), RIT, JRCML, SJPC, Mr. Derald H. Ruttenberg ("Derald Ruttenberg"), Mr. Eric M. Ruttenberg ("Eric Ruttenberg"), Mr. John C. Ruttenberg ("John Ruttenberg"), Ms. Katherine T. Ruttenberg ("Katherine Ruttenberg"), Ms. Hattie Ruttenberg ("Hattie Ruttenberg" and together with Derald, Eric, John and Katherine Ruttenberg, the "Ruttenbergs"), Mr. Crafts and Mr. James H. Kasschau ("Mr. Kasschau"). Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D. ITEM 2. IDENTITY AND BACKGROUND. Item 2(c) is hereby amended and supplemented by adding the following: As previously reported in Amendment No. 9 to the Schedule 13D, in connection with the Tinicum Reorganization, all of the Shares held by Enterprises and RUTCO were transferred on December 31, 1994 to Investors II. In connection with the Tinicum Reorganization, all of Enterprises' and RUTCO's rights under the Stanby Agreement and the Registration Rights Agreement were also transferred to Investors II. Accordingly, all references in the Schedule 13D to "Shareholders," "Reporting Persons" and "Tinicum Reporting Persons" shall no longer include Enterprises and RUTCO. Mr. Kasschau's present business address is 990 Stewart Avenue, Garden City, New York 11530 and his present principal employment is as President of International Contract Furnishings, Inc. Mr. Kasschau is no longer an officer or director of Tinicum, Enterprises, RUTCO, Associates or Foreign. The name, business address and present principal employment or occupation and citizenship of each of the executive officers and directors of Tinicum, Enterprises, RUTCO, Associates and Foreign are set forth on Schedule I attached hereto and incorporated herein by reference. The name, business address and present principal employment or occupation and citizenship of each of the executive officers and directors of RIT, JRCML and SJPC are set forth on Schedule II attached hereto and incorporated herein by reference. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is hereby amended and supplemented by adding the following: The Shares purchased by the Ruttenbergs, since March 21, 1995, were paid for out of personal funds and/or with the proceeds of borrowings under the Line of Credit. In addition, Eric Ruttenberg has received an aggregate of 765 Shares from the Issuer pursuant to the Issuer's 1988 Long Term Incentive Stock Plan. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 (a) is hereby amended and supplemented by adding the following: As of the close of business on January 11, 1996, the Reporting Persons beneficially owned an aggregate of 997,871 Shares (including a total of 2,926 Shares purchasable upon the exercise of certain options granted to Eric Ruttenberg (the "Option Shares"), which Option Shares have been treated as outstanding for purposes of computing percent of class), which represent approximately 17.0% of the 5,854,577 Shares (including the Option Shares) disclosed to the Reporting Persons by the Issuer as outstanding on such date. In accordance with Rule 13d- 5 (b) (1) of the General Rules and Regulations under the Exchange Act, Enterprises, Investors II, RUTCO, RIT, JRCML, SJPC, the Ruttenbergs, Mr. Crafts and Mr. Kasschau as a group may be deemed to beneficially own such Shares. As of the close of business on January 11, 1996, Enterprises, Investors II, RUTCO, RIT, JRCML, SJPC, Derald Ruttenberg, Eric Ruttenberg, John Ruttenberg, Katherine Ruttenberg, Hattie Ruttenberg, Mr. Crafts and Mr. Kasschau had direct beneficial ownership of 0, 629,339, 0, 132,311, 0, 0, 24,446, 28,437, (including the Option Shares), 24,446, 24,446, 24,446, 100,000, and 10,000 Shares, respectively. To the best of the Reporting Persons' knowledge and belief, except as otherwise set forth herein, none of the persons identified on Schedules I or II attached hereto beneficially owns any Shares. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF ISSUER. Investors II, Derald Ruttenberg, Eric Ruttenberg, John Ruttenberg, Katherine Ruttenberg and Hattie Ruttenberg have pledged 629,339, 21,866, 22,166, 21,866, 21,866 and 21,866 Shares, respectively, as security under a revolving line of credit agreement with Citibank, N.A., which was entered into in the ordinary course of Investors II's business. The pledges are subject to standard default and similar provisions. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended and supplemented by adding the following exhibit: Exhibit 16: Fourth Amended and Restated Joint Filing Agreement, dated as of January 26, 1996, by and among the Reporting Persons. Exhibit 17: Power of Attorney. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 26, 1996 TINICUM INVESTORS By:/s/ Eric M. Ruttenberg Eric M. Ruttenberg Managing Partner SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 26, 1996 RIT CAPITAL PARTNERS plc By:/s/ D. W. A. Budge D. W. A. Budge Director SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 26, 1996 J. ROTHSCHILD CAPITAL MANAGEMENT LIMITED By:/s/ Paul R. Griffiths Paul R. Griffiths Director SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 26, 1996 ST. JAMES'S PLACE CAPITAL plc By:/s/ Sir Mark Weinberg Sir Mark Weinberg Director SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 26, 1996 By:/s/ Eric M. Ruttenberg Derald H. Ruttenberg by Eric M. Ruttenberg, Attorney-in-fact SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 26, 1996 By:/s/ Eric M. Ruttenberg Eric M. Ruttenberg SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 26, 1996 By:/s/ Eric M. Ruttenberg John C. Ruttenberg by Eric M. Ruttenberg, Attorney-in-fact SIGNATURE After reasonable inquiry and to the best of her knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 26, 1996 By:/s/ Eric M. Ruttenberg Katherine T. Ruttenberg by Eric M. Ruttenberg, Attorney-in-fact SIGNATURE After reasonable inquiry and to the best of her knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 26, 1996 By:/s/ Eric M. Ruttenberg Hattie Ruttenberg by Eric M. Ruttenberg, Attorney-in-fact SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 26, 1996 By:/s/ Putnam L. Crafts, Jr. Putnam L. Crafts, Jr. SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 26, 1996 By:/s/ James H. Kasschau James H. Kasschau EXHIBIT INDEX Exhibit Description Exhibit 16 Fourth Amended and Restated Joint Filing Agreement, dated as of January 26, 1996, by and among the Reporting Persons Exhibit 17 Power of Attorney SCHEDULE I 1. Directors and Executive Officers of Tinicum Enterprises, Inc. ("Enterprises"). The name, title and present principal occupation or employment of each of the directors and executive officers of Enterprises, and the name, principal business and address of any organization in which such employment is conducted are set forth below. The business address of each person listed below is 990 Stewart Avenue, Garden City, New York 11530 and each person listed below is a United States citizen. Directors are identified by an asterisk. The business and address of Tinicum Investors and Tinicum Enterprises, Inc. are not repeated in this table. Present and Principal Occupation or Employment Name and Title and Business Address John F. Keane President and Secretary President and Secretary Tinicum Enterprises, Inc. Edward R. Civello Vice President and Treasurer Vice President and Treasurer Tinicum Enterprises, Inc. Joseph A. Marino Assistant Secretary Assistant Secretary Tinicum Enterprises, Inc. Eric M. Ruttenberg* Managing Partner Tinicum Investors SCHEDULE I 2. Directors and Executive Officers of Tinicum Incorporated ("Tinicum"). The name, title and present principal occupation or employment of each of the directors and executive officers of Tinicum, and the name, principal business and address of any organization in which such employment is conducted are set forth below. Unless otherwise indicated, the business address of each person listed below is 990 Stewart Avenue, Garden City, New York 11530 and each person listed below is a United States citizen. Directors are identified by an asterisk. The business and address of Tinicum Investors and Tinicum Enterprises, Inc. are not repeated in this table. Present and Principal Occupation or Employment Name and Title and Business Address John F. Keane President and Secretary President and Assistant Tinicum Enterprises, Inc. Secretary Edward R. Civello Vice President and Treasurer Vice President Tinicum Enterprises, Inc. Seth M. Hendon Secretary Secretary Tinicum Incorporated Eric M. Ruttenberg* Managing Partner Tinicum Investors John C. Ruttenberg* Executive Silicon Graphics Inc. One Cabot Road Hudson, MA 01749 (design and manufacture of computer workstations) Hattie Ruttenberg* Attorney c/o Tinicum Incorporated 800 Third Avenue, 40th Floor New York, NY 10022 SCHEDULE I 3. Directors and Executive Officers of RUTCO Incorporated ("RUTCO"). The name, title and present principal occupation or employment of each of the directors and executive officers of RUTCO, and the name, principal business and address of any organization in which such employment is conducted are set forth below. The business address of each person listed below is 990 Stewart Avenue, Garden City, New York 11530 and each person listed below is a United States citizen. Directors are identified by an asterisk. The business and address of Tinicum Investors and Tinicum Enterprises, Inc. are not repeated in this table. Present and Principal Occupation or Employment Name and Title and Business Address John F. Keane President and Secretary President and Secretary Tinicum Enterprises, Inc. Edward R. Civello Vice President and Treasurer Vice President and Treasurer Tinicum Enterprises, Inc. Joseph A. Marino Assistant Secretary Assistant Secretary Tinicum Enterprises, Inc. Eric M. Ruttenberg* Managing Partner Tinicum Investors SCHEDULE I 4. Directors and Executive Officers of Tinicum Foreign Investments Corporation ("Foreign"). The name, title and present principal occupation or employment of each of the directors and executive officers of Foreign, and the name, principal business and address of any organization in which such employment is conducted are set forth below. The business address of each person listed below is 990 Stewart Avenue, Garden City, New York 11530 and each person listed below is a United States citizen. Directors are identified by an asterisk. The business and address of Tinicum Investors and Tinicum Enterprises, Inc. are not repeated in this table. Present and Principal Occupation or Employment Name and Title and Business Address John F. Keane President and Secretary President and Secretary Tinicum Enterprises, Inc. Edward R. Civello Vice President and Treasurer Vice President and Treasurer Tinicum Enterprises, Inc. Joseph A. Marino Assistant Secretary Assistant Secretary Tinicum Enterprises, Inc. Eric M. Ruttenberg* Managing Partner Tinicum Investors SCHEDULE I 5. Directors and Executive Officers of Tinicum Associates, Inc. ("Associates"). The name, title and present principal occupation or employment of each of the directors and executive officers of Associates, and the name, principal business and address of any organization in which such employment is conducted are set forth below. The business address of each person listed below is 990 Stewart Avenue, Garden City, New York 11530 and each person listed below is a United States citizen. Directors are identified by an asterisk. The business and address of Tinicum Investors and Tinicum Enterprises, Inc. are not repeated in this table. Present and Principal Occupation or Employment Name and Title and Business Address John F. Keane President and Secretary President and Secretary Tinicum Enterprises, Inc. Edward R. Civello Vice President and Treasurer Vice President and Treasurer Tinicum Enterprises, Inc. Joseph A. Marino Assistant Secretary Assistant Secretary Tinicum Enterprises, Inc. Eric M. Ruttenberg* Managing Partner Tinicum Investors SCHEDULE II 1. Directors and Executive Officers of RIT Capital Partners plc ("RIT"). The name, business or residence address, principal occupation or employment and citizenship of each of the directors and executive officers of RIT and the name, address and principal business of any organization in which such employment is conducted are set forth below. The business and address of St James's Place Capital plc ("SJPC") are not repeated in this table. Directors Business or Principal Occupation Name Residence Address or Employment Citizenship Lord 27 St James's Joint Chairman, SJPC British Rothschild Place (Chairman) London SW1A 1NR England Charles Swan House, Director, Stanhope British Howard Madeira Walk, Administration Bailey Windsor Limited, Swan House, Berkshire SL4 1EU Madeira Walk, England Windsor, Berkshire SL4 1EU (accounting and administrative services); Director, General Oriental Investments Limited, P.O. Box 309, Cayman Islands, British West Indies (investment company) Anthony 27 St James's Director, Sketchley South Herbert Place plc Rugby Road, African Bloom London SW1A 1NR Hinckley, England Leicestershire LE10 2NE, England (dry cleaning and related industries); Director, Rockridge Consolidated Limited, 4 Harley Street, London W1N 1AA, England (financial services) Duncan 27 St James's Director & Chief British William Place Operating Officer, Allan Budge London SW1A 1NR RIT England Andrew 88 St George's Farmer British Stephen Square Bower London SWIV 3QX Knight England Baron Boulevard President, Banque Belgian Phillippe Jacques- Bruxelles Lambert Lambert Dalcroze 5, CH- (Suisse) SA, 1211 Geneva 3 Boulevard Jacques- Switzerland Dalcroze 5, CH- 1211, Geneva 5, Switzerland (international bank) Jean 10 Place du Private investor, Italian Pigozzi Grand-Mezel, 10 Place du Grand- 1204 Geneva, Mezel, 1204 Geneva, Switzerland Switzerland (investments worldwide) Executive Officers Stephen 27 St James's Company Secretary, British Robin Place SJPC Sanders London SW1A 1NR Compliance Officer, England St James's Place Capital group of companies David Neil 27 St James's Deputy Company British Wood Place Secretary, SJPC London SW1A 1NR Director, J England Rothschild Administration Ltd The Corporate Secretary of RIT is J Rothschild Administration Limited. SCHEDULE II 2. Directors and Executive Officers of J Rothschild Capital Management Limited ("JRCML"). The name, business or residence address, principal occupation or employment and citizenship of each of the directors and executive officers of JRCML and the name, address and principal business of any organization in which such employment is conducted are set forth below. The business and address of St James's Place Caital plc ("SJPC") are not repeated in this table. Directors Business or Principal Occupation Name Residence Address or Employment Citizenship Lord 27 St James's Joint Chairman, SJPC British Rothschild Place (Chairman) London SW1A 1NR England Hon Clive 27 St James's Director, SJPC British Patrick Place Gibson London SW1A 1NR England Duncan 27 St James's Director, RIT British William Place Allan Budge London SW1A 1NR England Donal 27 St James's Group Tax Manager, St British Francis Place James's Place Capital Connon London SW1A 1NR Group of companies England Paul 27 St James's Director, J British Richard Place Rothschild Capital Griffiths London SW1A 1NR Management Limited England Stephen 27 St James's Company Secretary, British Robin Place SJPC Compliance Sanders London SW1A 1NR Officer, England St James's Place Capital group of companies Sir Mark 27 St James's Joint Chairman, SJPC, British Weinberg Place Chairman, J London SW1A 1NR Rothschild Assurance England plc, J Rothschild House, Dollar Street, Cirencester, Gloucestershire GL7 2AQ, England (insurance company) Executive Officers David Neil 27 St James's Deputy Company British Wood Place Secretary, SJPC London SW1A 1NR Director, J England Rothschild Administration Ltd The Corporate Secretary of JRCML is J Rothschild Administration Limited. SCHEDULE II 3. Directors and Executive Officers of St James's Place Capital plc ("SJPC"). The name, business or residence address, principal occupation or employment and citizenship of each of the directors and executive officers of SJPC and the name, address and principal business of any organization in which such employment is conducted are set forth below. The business and address of St James's Place Caital plc ("SJPC") are not repeated in this table. Directors Business or Principal Occupation Name Residence Address or Employment Citizenship Lord 27 St James's Joint Chairman, SJPC British Rothschild Place London SW1A 1NR England The 149 Newlands Chairman,The Weir British Viscount Road, Cathcart, Group plc Weir Glasgow 149 Newlands Road, G44 4EX, Scotland Cathcart, Glasgow G44 4EX, Scotland (Engineers) Nathaniel 767 Fifth Avenue President French de New York, NY Nathaniel de Rothschild 10153 Rothschild Holdings U.S.A. Ltd, 767 Fifth Avenue, New York, NY 10153, U.S.A. Hon Clive 27 St James's Director, SJPC British Patrick Place Gibson London SW1A 1NR England Maurice Fairfax House Consultant, Saffery British Edward Fulwood Place Champness (Chartered Hatch Gray's Inn Accountants) Fairfax London WC1V 6UB House, Fulwood Place, England Gray's Inn London WC1V 6UB England Anthony 27 St James's Director, SJPC British David Place Loehnis, London SW1A 1NR C.M.G. England Lord Rees- 17 Pall Mall Journalist British Mogg London SW1Y 5NB England Andrew 27 St James's Director, SJPC U.S.A. Stafford- Place Deitsch London SW1A 1NR England Sir Mark 27 St James's Joint Chairman, SJPC, British Weinberg Place Chairman, J London SW1A 1NR Rothschild Assurance England plc, J Rothschild House, Dollar Street, Cirencester, Gloucestershire GL7 2AQ, England (insurance company) William 27 St James's Director & Chief British Valerian Place Operating Officer, Wellesley London SW1A 1NR SJPC England Executive Officers Stephen 27 St James's Company Secretary, British Robin Place SJPC Sanders London SW1A 1NR Compliance Officer, England St James's Place Capital group of companies David Neil 27 St James's Deputy Company British Wood Place Secretary, SJPC London SW1A 1NR England EX-99 2 EXHIBIT 16 Exhibit 16 FOURTH AMENDED AND RESTATED JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a Statement on Schedule 13D (including any amendments thereto) with respect to the common stock, par value $1.00 per share, of SPS Technologies, Inc., a Pennsylvania corporation. The undersigned further consent and agree to the inclusion of this Agreement as an Exhibit to such Schedule 13D. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have executed this agreement as of the 26th day of January, 1996. TINICUM INVESTORS By: /s/ Eric M. Ruttenberg Eric M. Ruttenberg Managing Partner RIT CAPITAL PARTNERS plc By: /s/ D. W. A. Budge D. W. A. Budge Director J. ROTHSCHILD CAPITAL MANAGEMENT LIMITED By: /s/ Paul R. Griffiths Paul R. Griffiths Director ST. JAMES'S PLACE CAPITAL plc By: /s/ Sir Mark Weinberg Sir Mark Weinberg Director By: /s/ Eric M. Ruttenberg Derald H. Ruttenberg by Eric M. Ruttenberg, Attorney-in-fact By: /s/ Eric M. Ruttenberg Eric M. Ruttenberg By: /s/ Eric M. Ruttenberg John C. Ruttenberg by Eric M. Ruttenberg, Attorney-in-fact By: /s/ Eric M. Ruttenberg Katherine T. Ruttenberg by Eric M. Ruttenberg, Attorney-in-fact By: /s/ Eric M. Ruttenberg Hattie Ruttenberg by Eric M. Ruttenberg, Attorney-in-fact By: /s/ Putnam L. Crafts, Jr. Putnam L. Crafts, Jr. By: /s/ James H. Kasschau James H. Kasschau EX-99 3 EXHIBIT 17 POWER OF ATTORNEY Exhibit 17 POWER OF ATTORNEY Know all by these presents, that each of the undersigned hereby constitutes and appoints Eric M. Ruttenberg such undersigned's true and lawful attorney- in-fact to: (1) execute for and on behalf of the undersigned Amendment No. 12, and any subsequent amendments, to the Statement on Schedule 13D (the "Schedule 13D") to which this Power of Attorney is Exhibit No. 17, in connection with the ownership by the Reporting Persons named therein of shares of common stock, par value $1.00 per share, of SPS Technologies Inc., a Pennsylvania corporation; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such amendment to the Schedule 13D and timely file such amendment with the Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned. Each of the undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. Each of the undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of such undersigned, is not assuming any of such undersigned's responsibilities to comply with any provision of the United States Securities Exchange Act of 1934 and the rules thereunder, as amended from time to time. This Power of Attorney shall remain in full force and effect, as to each of the undersigned, until such undersigned is no longer required to file amendments to the Schedule 13D filed by the Reporting Persons in connection with their ownership of securities issued by SPS Technologies, Inc., unless earlier revoked by such undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of the 26th day of January, 1996. /s/ Derald H. Ruttenberg Derald H. Ruttenberg /s/ John C. Ruttenberg John C. Ruttenberg /s/ Katherine T. Ruttenberg Katherine T. Ruttenberg /s/ Hattie Ruttenberg Hattie Ruttenberg -----END PRIVACY-ENHANCED MESSAGE-----