SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
PRT Group, Inc.
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(Name of Issuer)
Common Stock, $.001 Par Value
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(Title of Class of Securities)
693579104
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(CUSIP NUMBER)
Rho Management Partners, LP
124 Dune Road
Quogue, New York 11959
Tel. No.: (516) 653-9086
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
Stephen Rosenberg, Esq.
Newman Tannenbaum Helpern Syracuse & Hirschtritt, LLP
900 Third Avenue - 13th Floor
New York, New York 10022
(212) 508-6700
May 21, 1998
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(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 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.
Page 1 of 7 Pages
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CUSIP No. 693579104
PRT Group, Inc.
1. Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Rho Management Partners, LP and Joshua Ruch
2. Check the Appropriate Box if a Member of a Group (See Instructions)
a.
b.
3. SEC Use Only
4. Citizenship or Place of Organization:
Rho Management Partners, LP was formed in the State of Delaware and
Joshua Ruch is a citizen of The Republic of South Africa
Number of Shares 5. Sole Voting Power 977,570
Beneficially
Owned by 6. Shared Voting Power
Each
Reporting 7. Sole Dispositive Power 977,570
Person
With 8. Shared Dispositive Power
9. Aggregate Amount Beneficially Owned by Each Reporting Person 977,570
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row 9 5.37%
12. Type of Reporting Person (See Instructions)
Rho Management Partners, LP is a PN and Joshua Ruch is an IN
Page 2 of 7 Pages
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CUSIP No. 693579104
PRT Group, Inc.
Item 1(a) Name of Issuer:
PRT Group, Inc.
Item 1(b) Address of Issuer:
PRT Group, Inc.
342 Madison Avenue
New York, New York 10173
Item 2(a) Name of Person Filing:
Rho Management Partners, LP
Joshua Ruch
Item 2(b) Address of Principal Business Office or, if none, Residence:
The principal business address of Rho Management Partners, LP is
124 Dune Road
Quogue, New York 11959
The principal business address of Joshua Ruch is
c/o Rho Management Company, Inc.
767 Fifth Avenue
43rd Floor
New York, New York 10153
Item 2(c) Citizenship:
Rho Management Partners, LP is a Delaware Limited Partnership
Mr. Ruch is a citizen of the Republic of South Africa
Item 2(d) Title of Class of Securities:
Common Stock, $.001 par value
Item 2(e) CUSIP Number:
693579104
Item 3 If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
13d-2(c) promulgated under the Securities Exchange Act of 1934, check
whether the filing person is a:
Page 3 of 7 Pages
<PAGE>
CUSIP No. 693579104
PRT Group, Inc.
a. |_| Broker or dealer registered under Section 15 of the Act,
b. |_| Bank as defined in Section 3(a)(6) of the Act,
c. |_| Insurance Company as defined in Section 3(a)(19) of the Act,
d. |_| Investment Company registered under Section 8 of the Investment
Company Act,
e. |_| Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E),
f. |_| Employee Benefit Plan, or Endowment Fund in accordance with Rule
13d-1(b)(1)(ii)(F),
g. |_| Parent Holding Company or Control Person, in accordance with
Rule 13d-1(b)(ii)(G); (Note: see Item 7)
h. |_| A savings associations as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C.
1813);
i. |_| A 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 [x] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to ss. 240.13d-1(c), check this box [X]
Item 4 Ownership:
(a) Amount Beneficially Owned:
As of May 21, 1998, 977,570 Shares were beneficially
owned by the filing persons.
(b) Percent of Class: 5.37%
(c) Number of shares as to which such persons have:
(i) sole power to vote or to direct the vote:
977,570 shares
(ii) shared power to vote or direct the vote:
0
(iii) sole power to dispose or to direct the
disposition of:
977,570 shares
Page 4 of 7 Pages
<PAGE>
CUSIP No. 693579104
PRT Group, Inc.
(iv) shared power to dispose or direct the disposition of:
0
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 [ ]
Item 6 Ownership of More than Five 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:
Rho Management Partners, LP, is a Delaware Limited Partnership
Joshua Ruch is an individual whose citizenship is the Republic
of South Africa.
Item 9 Notice of Dissolution of Group:
Not applicable
Item 10 Certification:
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.
Page 5 of 7 Pages
<PAGE>
CUSIP No. 693579104
PRT Group, Inc.
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.
June 1, 1998
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Date
/s/ Joshua Ruch
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Signature
Joshua Ruch
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Name/Title
Page 6 of 7 Pages
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CUSIP No. 639579104
PRT Group, Inc.
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.
June 1, 1998
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Date
Rho Management Partners, LP
By: Atlas Capital Corp, General Partner
/s/ Joshua Ruch
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Joshua Ruch, President
Joshua Ruch, President
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Name/Title
Page 7 of 7 Pages
