UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
ENVIRONMENT ONE CORPORATION
(Name of Issuer)
Common Stock, $0.10 par value per share
(Title of Class of Securities)
294056 106
(CUSIP Number)
Paul Bork, Esq.
Hinckley, Allen & Snyder
28 State Street
Boston, Massachusetts 02109
(617) 345-9000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 31, 1998
(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 / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* 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
disclosures provided in a prior coverage page.
The information required on 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).
<PAGE>
1. Name of Reporting Person: Cenith Partners L.P.
SS or IRS Identification Number of the Above Person: 04-289-6617
2. Check the Appropriate Box if a Member of a Group: (a) / / (b) /X/
3. SEC Use Only
4. Source of Funds: N/A.
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: 0 shares
8. Shared Voting Power: 0 shares
9. Sole Dispositive Power: 0 shares
10. Shared Dispositive Power: 0 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / /
13. Percent of Class Represented by Amount in Row (11): 0.00%
14. Type of Reporting Person: PN
<PAGE>
1. Name of Reporting Person: Stephen G. Rabinovitz
SS or IRS Identification Number of the Above Person:
2. Check the Appropriate Box if a Member of a Group: (a) / /
(b) /X/
3. SEC Use Only
4. Source of Funds: N/A
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): / /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 0 shares
8. Shared Voting Power: 0 shares
9. Sole Dispositive Power: 0 shares
10. Shared Dispositive Power: 0 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / /
13. Percent of Class Represented by Amount in Row (11): 0.00%
14. Type of Reporting Person: IN
<PAGE>
The joint statement of Cenith Partners L.P. ("Cenith") and Stephen G.
Rabinovitz ("Rabinovitz") on Schedule 13D, dated November 22, 1989, as amended
and supplemented by Amendment No. 1, dated March 8, 1990, Amendment No. 2, dated
November 8, 1990, Amendment No. 3, dated March 18, 1991, and Amendment No. 4,
dated March 5, 1993, in respect of the common stock of Environment One
Corporation (the "Issuer"), whose principal executive offices are located at
2773 Balltown Road, Niskayuna, New York 12309-1090, is hereby amended and
supplemented with respect to Cenith and Rabinovitz only as follows:
Item 5. Interest in Securities of the Issuer.
The following is added to Item 5 as the eleventh paragraph thereof:
Pursuant to an Agreement and Plan of Merger among the Issuer,
Precision Castparts Corp. and one of its subsidiaries, EOC Acquisition
Corporation ("Purchaser"), a cash tender offer for any and all shares
of Common Stock, at a price of $15.25 per share (the "Offer") was
commenced on March 3, 1998, by the Purchaser. The Offer was scheduled
to expire at 12:00 midnight, eastern time, on March 30, 1998. Among
other conditions precedent to the Purchaser's obligations to accept
tendered shares was the valid tender of not less than 66-2/3 percent of
all outstanding Common Stock. On March 31, 1998, the Purchaser
announced that the conditions precedent to the Offer had been satisfied
and that shares of Common Stock tendered pursuant to the Offer had been
accepted. Each of Cenith and Rabinovitz tendered all shares of Common
Stock beneficially owned (396,510 and 5,000 shares, respectively) to
the Purchaser, pursuant to the Offer.
<PAGE>
Signatures
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned each hereby certify that the information set forth in this
statement is true, complete and correct.
Dated: March 31, 1998 /s/Stephen G. Rabinovitz
------------------------
Stephen G. Rabinovitz
Cenith Partners L.P.
Dated: March 31, 1998 By: /s/Stephen G. Rabinovitz
------------------------
Stephen G. Rabinovitz
General Partner
