-----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, BkKsbsBJnOmkaw+yOBXnTELboipLVKThaomnVk/r04+XCjQPpsMX9dOq98Gst8vQ UoAu0+0Tp5mg0o5q89B4jQ== 0000950172-97-000063.txt : 19970128 0000950172-97-000063.hdr.sgml : 19970128 ACCESSION NUMBER: 0000950172-97-000063 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970127 SROS: NYSE GROUP MEMBERS: RIT CAPITAL PARTNERS PLC GROUP MEMBERS: TINICUM INVESTORS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TECHNITROL INC CENTRAL INDEX KEY: 0000096763 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 231292472 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-13574 FILM NUMBER: 97511503 BUSINESS ADDRESS: STREET 1: 1210 NORTHBROOK DR STE 385 CITY: TREVOSE STATE: PA ZIP: 19053 BUSINESS PHONE: 2153552900 MAIL ADDRESS: STREET 1: 1210 NORTHBROOK DR STREET 2: STE 385 CITY: TREVOSE STATE: PA ZIP: 19053 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 SCHEDULE 13D FINAL AMENDMENT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Final Amendment) Technitrol, Inc. ____________________________________________________________ (Name of Issuer) Common Stock, Par Value $0.125 Per Share ____________________________________________________________ (Title of Class and Securities) 878555010 ___________________________________________________________ (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 LLP 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. 878555010 _________________________________________________________________ (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 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 357,185 SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 0 EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON 357,185 WITH ___________________________________ (10) SHARED DISPOSITIVE POWER 0 _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 357,185 _________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) _________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 4.5% _________________________________________________________________ (14) TYPE OF REPORTING PERSON PN _________________________________________________________________ SCHEDULE 13D CUSIP No. 878555010 _________________________________________________________________ (1) NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS RIT CAPITAL PARTNERS plc _________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) ( ) _________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) SOURCE OF FUNDS WC _________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) __________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION UNITED KINGDOM __________________________________________________________________ (7) SOLE VOTING POWER NUMBER OF 138,315 SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 0 EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON 138,315 WITH ___________________________________ (10) SHARED DISPOSITIVE POWER 0 _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 138,315 _________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) _________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 1.7% _________________________________________________________________ (14) TYPE OF REPORTING PERSON IV _________________________________________________________________ This Statement constitutes the Final Amendment to the Statement on Schedule 13D (the "Schedule 13D") filed with the Securities and Exchange Commission by Tinicum Investors, L.P., a Delaware limited partnership ("Investors"), Tinicum Enterprises, Inc., a Delaware corporation ("Enterprises"), RIT Capital Partners plc, a United Kingdom corporation ("RIT"), J. Rothschild Holdings plc, a United Kingdom corporation ("JRH") and J. Rothschild Capital Management Limited, a United Kingdom corporation ("JRCML") in connection with their beneficial ownership of shares of common stock, par value $0.125 per share (the "Common Stock"), of Technitrol, Inc., a Pennsylvania corporation (the "Issuer"). This Final Amendment is being filed by Tinicum Investors, a Delaware general partnership ("Investors II"), and RIT. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D, as amended and supplemented. ITEM 2. IDENTITY AND BACKGROUND. Item 2 is hereby amended and supplemented by adding the following: (a)-(c), (f) In connection with a reorganization of Enterprises, Investors and certain other affiliated entities, all of the Common Stock owned by Enterprises and Investors was transferred on December 31, 1994 to a newly- formed Delaware general partnership also known as Tinicum Investors ("Investors II"). Thereafter, Investors was liquidated and dissolved. As a result, Investors and Enterprises are no longer deemed to be reporting persons for purposes of Rule 13d-1 of the General Rules and Regulations of the Act. Hereinafter, "Reporting Persons" shall no longer include Enterprises or Investors, but shall include Investors II. Investors II is a private investment company. The managing partners of Investors II are Eric M. Ruttenberg and Derald H. Ruttenberg. The other partners of Investors II are RUTCO Incorporated, a Delaware corporation ("RUTCO"), John C. Ruttenberg, Katherine T. Ruttenberg, Hattie Ruttenberg, Enterprises, Tinicum Associates, Inc., a Delaware corporation ("Associates"), Tinicum Foreign Investments Corporation, a Delaware corporation ("Foreign"), Robert J. Kelly and Seth M. Hendon. Tinicum Incorporated, a New York corporation ("Tinicum"), acts as a management company for Investors II and other affiliated entities. Eric M. Ruttenberg, John C. Ruttenberg, Katherine T. Ruttenberg and Hattie Ruttenberg each own one-quarter of the voting stock of Tinicum. RUTCO is a private investment company, which is wholly-owned by Derald H. Ruttenberg. Associates is a private investment company, one- third of the voting stock of which is owned by each of Eric M. Ruttenberg, Katherine T. Ruttenberg and Hattie Ruttenberg. Foreign is a private investment company, one-fifth of the voting stock of which is owned by each of Derald H. Ruttenberg, Eric M. Ruttenberg, John C. Ruttenberg, Katherine T. Ruttenberg and Hattie Ruttenberg. The address of the principal place of business and principal office of each of Investors II, Tinicum, RUTCO, Associates and Foreign is 990 Stewart Avenue, Garden City, New York 11530. The business address, present principal employment or occupation and citizenship of Eric M. Ruttenberg, John C. Ruttenberg, Hattie Ruttenberg and each of the other executive officers and directors of Tinicum, RUTCO, Associates and Foreign are set forth on Schedule I hereto and incorporated herein by reference. Derald H. Ruttenberg's present business address is 990 Stewart Avenue, Garden City, New York 11530 and his present principal occupation is serving as a managing partner of Investors II. Derald H. Ruttenberg is a United States citizen. Katherine T. Ruttenberg is a private investor and United States citizen. Her business address is 990 Stewart Avenue, Garden City, New York 11530. The business address and present principal occupation, respectively, of each of Robert J. Kelly and Seth M. Hendon is 990 Stewart Avenue, Garden City, New York 11530 and serving as a general partner of Investors II. Each of Robert J. Kelly and Seth M. Hendon is a United States citizen. As a result of a reconstruction of JRH, pursuant to the laws of the United Kingdom, JRH became a wholly-owned subsidiary of SJPC. On July 19, 1996, JRCML was sold by SJPC to RIT, pursuant to the laws of the United Kingdom. Following such sale, JRCML became a wholly-owned subsidiary of RIT. As a result, each of JRH, JRCML and SJPC are no longer deemed to be reporting persons for purposes of Rule 13d-1 of the General Rules and Regulations of the Act. Hereinafter, "Reporting Persons" shall no longer include JRH, JRCML or SJPC. The name, business address and present principal employment or occupation and citizenship of each of the executive officers and directors of RIT are set forth on Schedule II hereto and incorporated herein by reference. Mr. Kasschau is no longer an officer or director of Tinicum, Enterprises, RUTCO, Associates or Foreign. As a result, Mr. Kasschau no longer consults, or has any contracts, arrangements or understandings (oral or otherwise) or relationships (legal or otherwise), with the Reporting Persons on matters relating to the Common Stock, including but not limited to voting, holding, transfer, further acquisition and disposition of the Common Stock, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Each of the Reporting Persons disclaims beneficial ownership of any Common Stock owned by Mr. Kasschau and disclaims membership in any "group" with Mr. Kasschau with respect to the Common Stock for purposes of Sections 13(d) and 13(g) of the Act, or for any other purposes under any other provisions of the Act or the General Rules and Regulations promulgated thereunder. Hereinafter, "Reporting Persons" shall no longer include Mr. Kasschau. (d) and (e) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, the persons listed on Schedules I and II hereto has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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. ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER. Item 5 is hereby amended and supplemented by adding the following: (a) As of the close of business on the date hereof, Investors II and RIT have beneficial ownership of 357,185 and 138,315 shares of Common Stock, respectively. The Common Stock beneficially owned by Investors II and RIT represent approximately 4.5% and 1.7%, respectively, of the outstanding Common Stock, based on the 7,990,564 shares of Common Stock reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996 as outstanding on October 16, 1996. (b) Each of Investors II and RIT has sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of the shares of Common Stock of which it has direct beneficial ownership. (e) The Reporting Persons are no longer deemed reporting persons for purposes of Rule 13d-1 of the General Rules and Regulations of the Act (see Item 6). The Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock on the date hereof. As a result, this constitutes the Final Amendment to the Schedule 13D. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER. Item 6 is hereby amended and supplemented by adding the following: Since the date hereof, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, the persons listed on Schedules I and II hereto consults, or has any contracts, arrangements, understandings (oral or otherwise) or relationships (legal or otherwise), with each other or any person on matters relating to the Common Stock, including but not limited to voting, holding, transfer, further acquisition and disposition of the Common Stock, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Each of Investors II and RIT disclaims beneficial ownership of any Common Stock owned by the other and disclaims membership in any "group" with the other with respect to the Common Stock for purposes of Sections 13(d) and 13(g) of the Act, or for any other purposes under any other provisions of the Act or the General Rules and Regulations promulgated thereunder. As a result, each of Investors II and RIT are no longer deemed to be reporting persons for purposes of Rule 13d-1 of the General Rules and Regulations of the Act. 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 24, 1997 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 24, 1997 RIT CAPITAL PARTNERS plc By:/s/ D. W. A. Budge D. W. A. Budge Director SCHEDULE I 1. 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 Name and Title or Employment 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 2. 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 and Business Name and Title 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 3. 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 and Business Name and Title 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 4. 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 and Business Name and Title 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 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 Residence Occupation Name Address or Employment Citizenship Lord 27 St James's Chairman of Value British Rothschild Place Realisation Trust (Chairman) London SW1A 1NR plc and Director of England SJPC Charles Swan House, Director, Stanhope British Howard Madeira Walk, Administration Bailey Windsor Limited, Swan Berkshire SL4 House, Madeira 1EU Walk, Windsor, England 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 London SW1A 1NR RIT Budge 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 Capital Management Limited The Corporate Secretary of RIT is J Rothschild Capital Management Limited. -----END PRIVACY-ENHANCED MESSAGE-----