SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Kollmorgen Corporation
____________________________________________________________
(Name of Issuer)
Common Stock, Par Value $2.50 Per Share
(Including Shares Issuable Upon Conversion of Series D
Convertible Preferred Stock, par value $1.00 per share)
____________________________________________________________
(Title of Class and Securities)
500440102
___________________________________________________________
(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 Statement because of Rule d-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. 500440102
_________________________________________________________________
(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 (SEE ITEM 3)
_________________________________________________________________
(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
12,422 PREFERRED
NUMBER OF 378,807 COMMON (SEE ITEM 5)
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 10,765.5 PREFERRED
EACH 330,648 COMMON (SEE ITEM 5)
REPORTING ___________________________________
PERSON (9) SOLE DISPOSITIVE POWER
WITH 0
___________________________________
(10) SHARED DISPOSITIVE POWER
23,187.5 PREFERRED
709,455 COMMON (SEE ITEM 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,427,046 COMMON (ASSUMING CONVERSION OF ALL PREFERRED)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
21.3% OF COMMON (ASSUMING CONVERSION OF ALL PREFERRED)
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
PN
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 500440102
_________________________________________________________________
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
JAMES H. KASSCHAU ###-##-####
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
OO
_________________________________________________________________
(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 0
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 414.5 PREFERRED
EACH 14,998 COMMON (ITEM 5)
REPORTING ___________________________________
PERSON (9) SOLE DISPOSITIVE POWER
WITH 0
___________________________________
(10) SHARED DISPOSITIVE POWER
414.5 PREFERRED
14,998 COMMON (SEE ITEM 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,702 COMMON (ASSUMING CONVERSION OF ALL PREFERRED AND
EXCLUDING 3,000 SHARES OF COMMON PURCHASABLE BY MR. KASSCHAU
UPON EXERCISE OF NON-EMPLOYEE DIRECTOR STOCK OPTIONS)
__________________________________________________________________
(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% OF COMMON (ASSUMING CONVERSION OF ALL PREFERRED)
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 500440102
_________________________________________________________________
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
PUTNAM L. CRAFTS, JR. ###-##-####
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
PF
_________________________________________________________________
(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 0
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 2,484 PREFERRED
EACH 75,749 COMMON (ITEM 5)
REPORTING ___________________________________
PERSON (9) SOLE DISPOSITIVE POWER
WITH 0
___________________________________
(10) SHARED DISPOSITIVE POWER
2,484 PREFERRED
75,749 COMMON (SEE ITEM 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
259,749 COMMON (ASSUMING CONVERSION OF ALL PREFERRED)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.3% OF COMMON (ASSUMING CONVERSION OF ALL PREFERRED)
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 500440102
_________________________________________________________________
(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 0
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 7,867 PREFERRED
EACH 239,901 COMMON (ITEM 5)
REPORTING ___________________________________
PERSON (9) SOLE DISPOSITIVE POWER
WITH 0
___________________________________
(10) SHARED DISPOSITIVE POWER
7,867 PREFERRED
239,901 COMMON (SEE ITEM 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
822,641 COMMON (ASSUMING CONVERSION OF ALL PREFERRED)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.2% OF COMMON (ASSUMING CONVERSION OF ALL PREFERRED)
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IV
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 500440102
_________________________________________________________________
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
J. ROTHSCHILD CAPITAL MANAGEMENT LIMITED
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
NOT APPLICABLE
_________________________________________________________________
(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 0
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING ___________________________________
PERSON (9) SOLE DISPOSITIVE POWER
WITH 0
___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( X )
(SEE ITEM 5)
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 500440102
_________________________________________________________________
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ST. JAMES'S PLACE CAPITAL plc
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
NOT APPLICABLE
_________________________________________________________________
(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 0
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING ___________________________________
PERSON (9) SOLE DISPOSITIVE POWER
WITH 0
___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( X )
(SEE ITEM 5)
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
HC
_________________________________________________________________
This statement constitutes Amendment No. 4 to the
Statement on Schedule 13D (the "Schedule 13D") filed with
the Securities and Exchange Commission by Tinicum
Enterprises, Inc., a Delaware corporation ("Enterprises"),
RUTCO Incorporated, a Delaware corporation ("RUTCO"), Mr.
James H. Kasschau ("Mr. Kasschau"), Mr. Putnam L. Crafts,
Jr. ("Mr. Crafts"), 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"),
and St James's Place Capital plc, a United Kingdom
corporation ("SJPC"), in connection with their beneficial
ownership of shares of common stock, par value $2.50 per
share ("Common Stock"), of Kollmorgen Corporation, a New
York corporation (the "Issuer"). This Amendment No. 4 is
being filed by Tinicum Investors, a Delaware partnership
("TI"), Mr. Kasschau, Mr. Crafts, RIT, JRCML and SJPC.
Unless otherwise defined herein, capitalized terms
used herein shall have the meanings ascribed to them in the
Schedule 13D. Pursuant to Rule 13d-2(c) promulgated under
the Securities Exchange Act of 1934 and Item 101(a)(2)(ii)
of Regulation S-T, the text of the Schedule 13D and
Amendments Nos. 1 through 3 thereto has been restated in its
entirety and attached hereto as Annex A.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and restated in its
entirety to read as follows:
(a)-(c), (f). This statement is being filed by
TI, Mr. Kasschau, Mr. Crafts, RIT, JRCML and SJPC
(collectively, the "Reporting Persons").
In connection with a reorganization of
Enterprises, RUTCO and certain other affiliated entities
(the "Tinicum Reorganization"), all shares of Common Stock
and Preferred Stock owned by Enterprises and RUTCO and all
of Enterprises' and RUTCO's rights under the Purchase
Agreement and Shareholder Agreement were transferred to TI
on December 31, 1994. Accordingly, all references in the
Schedule 13D to the "Purchasers" shall no longer include
Enterprises and RUTCO, but shall include TI.
TI is a private investment partnership, the
managing partners of which are Eric M. Ruttenberg and Derald
H. Ruttenberg. The other partners of TI are Derald H.
Ruttenberg, Eric M. Ruttenberg, John C. Ruttenberg,
Katherine T. Ruttenberg, Hattie Ruttenberg, RUTCO,
Enterprises, Tinicum Associates, Inc., a Delaware
corporation ("Associates"), and Tinicum Foreign Investments
Corporation, a Delaware corporation ("Foreign").
Tinicum Incorporated, a New York corporation
("Tinicum"), acts as a management company for TI 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.
Enterprises is a private investment company, one-
quarter of the voting stock of which is owned by each of
Eric M. Ruttenberg, John C. Ruttenberg, Katherine T.
Ruttenberg and Hattie Ruttenberg.
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 TI, Tinicum, Enterprises, RUTCO,
Associates and Foreign is 990 Stewart Avenue, Garden City,
New York 11530. The business address, principal employment
or occupation and citizenship of Eric M. Ruttenberg, John C.
Ruttenberg, Hattie Ruttenberg and each of the other officers
and directors of Tinicum, Enterprises, 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 TI. Mr. 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.
Mr. Kasschau's present business address is 990
Stewart Avenue, Garden City, New York 11530 and his present
principal employment is as President of Enterprises. Mr.
Kasschau is a United States citizen.
Mr. Crafts is a private investor and United States
citizen. His business and residence address is 130 Stevens
Lane, Far Hills, NJ 07931.
RIT is an investment company that invests
principally in securities primarily of United Kingdom and
United States corporations. JRCML is an investment
management company that has a discretionary fund management
agreement with RIT. SJPC, the holding company of JRCML, is
an investment company with interests in companies engaged in
investment holding, investment dealing, life assurance and
fund management. The address of the principal place of
business and principal office of each of RIT, JRCML and SJPC is
27 St. James's Place, London SW1A 1NR, England.
The name, business address, 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.
(d) and (e). During the last five years, none of
the Reporting Persons (or to the best knowledge of the
Reporting Persons, the persons identified 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and supplemented by
adding the following:
On December 31, 1994, 12,422 shares of Preferred
Stock, 378,807 shares of Common Stock and all of
Enterprises' and RUTCO's rights under the Purchase Agreement
and the Shareholder Agreement were transferred to Investors
by Enterprises and RUTCO in connection with the Tinicum
Reorganization. In consideration of such transfer (and the
contribution of certain other assets to TI), Enterprises and
RUTCO received partnership interests in TI.
Mr. Kasschau has received an aggregate of 2,355
shares of Common Stock from the Issuer in lieu of cash
compensation payable to Mr. Kasschau as a non-employee
director of the Issuer.
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, TI, Mr. Kasschau, Mr. Crafts, and RIT have (i)
beneficial ownership of 709,455, 14,998, 75,749 and 239,901
shares of Common Stock, respectively, and 23,187.5, 414.5,
2,484 and 7,867 shares of Preferred Stock, respectively, and
(ii) assuming conversion of all shares of Preferred Stock
into 1,717,591 shares of Common Stock, beneficial ownership
of 2,427,046, 45,702, 259,749 and 822,641 shares of Common
Stock, respectively. The Purchasers, as a group,
beneficially own 2,427,046 shares of Common Stock which
represent 21.3% of the outstanding shares of Common Stock
(assuming the conversion of all shares of Preferred Stock
into 1,717,591 shares of Common Stock), based on the
9,651,825 shares of Common Stock disclosed to the Reporting
Persons by the Issuer as outstanding on March 31, 1995.
Such number of outstanding shares of Common Stock includes
240 and 480 shares of Common Stock issued on March 31, 1995
to Mr. Kasschau and Eric M. Ruttenberg, respectively, in lieu
of cash compensation payable to them as non-employee directors
of the Issuer.
Mr. Kasschau beneficially owns an additional 3,000
shares of Common Stock that may be purchased by Mr. Kasschau
upon exercise of presently exercisable non-employee director
stock options.
To the best of the Reporting Persons' knowledge
and belief, except for Eric M. Ruttenberg who beneficially
owns 6,166 shares of Common Stock (including 3,000 shares of
Common Stock that may be purchased by Mr. Ruttenberg upon
exercise of presently exercisable non-employee director
stock options), and except as otherwise set forth herein,
none of the persons identified on Schedules I or II hereto
beneficially owns any shares of Common Stock.
(b) TI has the sole power to vote the 12,422
shares of Preferred Stock and 378,807 shares of Common Stock
it owns, and except for certain limited circumstances in
which each of the Investors has the power to vote such
Investor's shares of Preferred Stock and Common Stock (see
Items 4 and 6), the 10,765.5 shares of Preferred Stock and
330,648 shares of Common Stock owned by the Investors.
By reason of the Transfer restrictions and right
of first offer granted to the Issuer in the Purchase
Agreement (see Item 4), the right of first offer granted by
the Investors to TI (as transferee of Enterprises and RUTCO)
(see Item 6), the right of TI to require the Investors to
participate in certain sales by it and the right of the
Investors to participate in certain sales by TI (see Item
6), TI has shared power to dispose of 23,187.5 shares of
Preferred Stock and 709,455 shares of Common Stock, Mr.
Kasschau has shared power to dispose of 414.5 shares of
Preferred Stock and 14,998 shares of Common Stock, Mr.
Crafts has shared power to dispose of 2,484 shares of
Preferred Stock and 75,749 shares of Common Stock and RIT
has shared power to dispose of 7,867 shares of Preferred
Stock and 239,901 shares of Common Stock.
JRCML may, by virtue of its discretionary fund
management agreement with RIT, be deemed to beneficially own
the shares of Preferred Stock and Common Stock owned by RIT.
SJPC, as the holding company of JRCML, may also be deemed to
beneficially own the shares of Preferred Stock and Common
Stock owned by RIT. JRCML and SJPC disclaim beneficial
ownership of the shares of Preferred Stock and Common Stock
owned by RIT.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended and supplemented by
adding the following exhibit:
Exhibit 13: Amended and Restated Joint Filing
Agreement, dated as of May 30, 1995, by and among the
Reporting Persons.
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: May 30, 1995
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: May 30, 1995
/s/ James H. Kasschau
JAMES H. KASSCHAU
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: May 30, 1995
/s/ Putnam L. Crafts, Jr.
PUTNAM L. CRAFTS, JR.
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: May 30, 1995
RIT CAPITAL PARTNERS plc
By: /s/ Clive P. Gibson
Hon. Clive P. Gibson
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: May 30, 1995
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: May 30, 1995
ST. JAMES'S PLACE CAPITAL plc
By: /s/ Clive P. Gibson
Hon. Clive P. Gibson
Director
EXHIBIT INDEX
Exhibit 13: Amended and Restated Joint Filing
Agreement, dated as of May 30, 1995, by and among the
Reporting Persons.
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 Principal Occupation
Name and Title or Employment and Business Address
James H. Kasschau President
President and Treasurer Tinicum Enterprises, Inc.
Eric M. Ruttenberg* Managing Partner
Executive Vice President Tinicum Investors
John C. Ruttenberg* Executive
Assistant Secretary Silicon Graphics Inc.
One Cabot Road
Hudson, MA 01749
(design and manufacture of computer
workstations)
John F. Keane Controller
Assistant Secretary Tinicum Enterprises, Inc.
Hattie Ruttenberg* Attorney
Children's Defense Fund
25 E Street N.W.
Washington, DC 20001
(not-for-profit organization)
SCHEDULE I
2. 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 of the organization in
which such principal employment is conducted is 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 Principal
Name and Title Occupation or Employment
James H. Kasschau* President
President Tinicum Enterprises, Inc.
Eric M. Ruttenberg* Managing Partner
Tinicum Investors
John F. Keane Controller
Secretary Tinicum Enterprises, Inc.
Edward R. Civello Tax Manager
Treasurer Tinicum Enterprises, Inc.
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 of the organization in which such employment
is conducted is set forth below. The business address of each
person listed below is 990 Stewart Avenue, Garden City, New York
11530 and each of the persons 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 Principal
Name and Title Occupation or Employment
James H. Kasschau* President
President Tinicum Enterprises, Inc.
Eric M. Ruttenberg* Managing Partner
Tinicum Investors
John F. Keane Controller
Secretary Tinicum Enterprises, Inc.
Edward R. Civello Tax Manager
Treasurer Tinicum Enterprises, Inc.
SCHEDULE I
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 of the organization in which such
employment is conducted is 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 Principal
Name and Title Occupation or Employment
James H. Kasschau* President
President Tinicum Enterprises, Inc.
Eric M. Ruttenberg* Managing Partner
Tinicum Investors
John F. Keane Controller
Secretary Tinicum Enterprises, Inc.
Edward R. Civello Tax Manager
Treasurer Tinicum Enterprises, Inc.
SCHEDULE I
5. 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 of the organization in which such
employment is conducted is 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 Principal
Name and Title Occupation or Employment
James H. Kasschau* President
President Tinicum Enterprises, Inc.
Eric M. Ruttenberg* Managing Partner
Tinicum Investors
John F. Keane Controller
Secretary Tinicum Enterprises, Inc.
Edward R. Civello Tax Manager
Treasurer Tinicum Enterprises, Inc.
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 Rothschild 27 St. James's Place Joint Chairman, SJPC British
(Chairman) London SW1A 1NR
Charles Howard Swan House, Madeira Director, Stanhope British
Bailey Walk, Windsor Administration Limited
Berkshire SL4 1EU Swan House, 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 Herbert Sketchley plc Joint Deputy Executive South
Bloom 4 Harley Street Chairman, Sketchley African
London W1N 1AA plc, Rugby Road,
England Hinckley,
Leicestershire
LE10 2NE, England
(dry cleaning and
related industries)
Director, Rockridge
Consolidated Limited,
4 Harley Street
London W1N 1AA, England
(financial services)
Hon. Clive 27 St. James's Place Director, SJPC British
Patrick Gibson London SW1A 1NR
Baron Philippe Boulevard Jacques- President, Banque Belgian
Lambert Dalcroze 5, Bruxelles Lambert
CH-1211 Geneva 3 (Suisse) SA,
Switzerland Boulevard Jacques-
Dalcroze 5,
CH-1211, Geneva 5
Switzerland
(international bank)
Jean Pigozzi 10 Place du Grand- Private Investor, Italian
Mezel, 1204 Geneva, 10 Place du Grand-
Switzerland Mezel, 1204 Geneva,
Switzerland
(investment worldwide)
Spencer Nicholas High Hill House, Investment Adviser, British
Roditi 6 Hampstead High N Roditi & Co.
Street, London High Hill House,
NW3 1PR, England 6 Hampstead High Street
London NW3 1PR
(investment advisory)
Andrew Stafford- 27 St. James's Place Director, SJPC USA
Deitsch London SW1A 1NR Chief Executive
Officer, J. Rothschild,
Wolfensohn & Co.
15 St. James's Place,
London SW1A 1NW
(corporate finance
advisory firm)
Sir Mark 27 St. James's Place Joint Chairman, SJPC British
Weinberg London SW1A 1NR Chairman, J. Rothschild
England Assurance plc,
J. Rothschild House,
Dolar Street, Cirencester
Gloucestershire
GL7 2AQ, England
(insurance company)
Executive Officer
Stephen Robin 27 St. James's Place Company Secretary, SJPC British
Sanders London SW1A 1NR Compliance Officer,
England St. James's Place Capital
group of companies
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 or
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 Rothschild 27 St. James's Place Joint Chairman, SJPC British
(Chairman) London SW1A 1NR
England
Hon. Clive 27 St. James's Place Director, SJPC British
Patrick Gibson London SW1A 1NR
England
Andrew Stafford- 27 St. James's Place Director, SJPC USA
Deitsch London SW1A 1NR Chief Executive Officer,
England J. Rothschild Wolfensohn
& Co.
15 St. James's Place
London SW1A 1NW
(corporate finance
advisory firm)
John Walford 27 St. James's Place Director British
Philip Johnston London SW1A 1NR J. Rothschild Capital
England Management Limited
Duncan William 27 St. James's Place Corporate Finance, SJPC British
Allan Budge London SW1A 1NR
England
Donal Francis 27 St. James's Place Group Tax Manager, British
Connon London SW1A 1NR St. James's Place Capital
England group of companies
Paul Richard 27 St. James's Place Director, British
Griffiths London SW1A 1NR J. Rothschild Capital
England Management Limited
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 SJPC are not repeated in this table.
Directors
Business or Principal Occupation
Name Residence Address or Employment Citizenship
Lord Rothschild 27 St. James's Place Joint Chairman, SJPC British
London SW1A 1NR
England
The Viscount 149 Newlands Road, Chairman, British
Weir Cathcart, Glasgow The Weir Group plc
G44 4EX 149 Newlands Road,
Scotland Cathcart, Glasgow
G44 4EX, Scotland
(engineers)
Nathaniel de 767 Fifth Avenue President, Nathaniel de French
Rothschild New York, NY 10153 Rothschild Holdings Ltd.
USA 767 Fifth Avenue
New York, NY 10153
USA
Hon. Clive 27 St. James's Place Director, SJPC British
Patrick Gibson London SW1A 1NR
England
Anthony David 27 St. James's Place Director, SJPC British
Loehnis, C.M.G. London SW1A 1NR
England
Lord Rees-Mogg 17 Pall Mall Journalist British
London SW1Y 5NB
England
Andrew Stafford- 27 St. James's Place Director, SJPC USA
Deitsch London SW1A 1NR Chief Executive Officer,
England J. Rothschild, Wolfenshohn
& Co.
15 St. James's Place
London SW1A 1NW
(corporate finance
advisory firm)
Maurice Edward Fairfax House Consultant, Saffery British
Hatch Fulwood Place Champness (chartered
Gray's Inn accountants) Fairfax House,
London WC1V 6UB Fulwood Place, Gray's Inn,
England London WC1V 6UB,
England
Sir Mark Aubrey 27 St. James's Place Joint Chairman, SJPC British
Weinberg London SW1A 1NR Chairman, J. Rothschild
England Assurance plc,
J. Rothschild House,
Dollar Street,
Cirencester,
Gloucestershire,
GL7 2AQ, England
(insurance company)
Executive Officer
Stephen Robin 27 St. James's Place Company Secretary, SJPC British
Sanders London SW1A 1NR Compliance Officer,
England St. James's Place
Capital
group of companies
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
$2.50 per share, of Kollmorgen Corporation, a New York
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 30th day of May, 1995.
TINICUM INVESTORS
By: /s/ Eric M. Ruttenberg
Eric M. Ruttenberg
Managing Partner
/s/ James H. Kasschau
JAMES H. KASSCHAU
/s/ Putnam L. Crafts, Jr.
PUTNAM L. CRAFTS, JR.
RIT CAPITAL PARTNERS plc
By: /s/ Clive P. Gibson
Hon. Clive P. Gibson
Director
J. ROTHSCHILD CAPITAL MANAGEMENT LIMITED
By: /s/ Paul R. Griffiths
Paul R. Griffiths
Director
ST. JAMES'S PLACE CAPITAL plc
By: /s/ Clive P. Gibson
Hon. Clive P. Gibson
Director
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
KOLLMORGEN CORPORATION
(Name of Issuer)
COMMON STOCK
(Upon Conversion of Series D Convertible Preferred Stock,
Par Value $1.00 Per Share)
(Title of Class of Securities)
500440102
(CUSIP Number)
Tinicum Enterprises, Inc.
990 Stewart Avenue
Garden City, New York 11530
(516) 222-2874
with a copy to:
Stephen Fraidin, P.C.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 820-8000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 27, 1990
(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. 500440102
_____________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tinicum Enterprises, Inc.
13-3506390
_____________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
_____________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________
(4) SOURCE OF FUNDS*
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 9,938 shares of Preferred Stock
SHARES (see Item 5)
BENEFICIALLY ________________________________________
OWNED BY (8) SHARED VOTING POWER
EACH 10,765.5 shares of Preferred Stock
REPORTING (see Item 5)
PERSON ________________________________________
WITH (9) SOLE DISPOSITIVE POWER
0
________________________________________
(10) SHARED DISPOSITIVE POWER
23,187.5 shares of Preferred Stock
(see Item 5)
_____________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,717,591 shares of Common Stock (assuming conversion of all
Preferred Stock beneficially owned by Tinicum Enterprises, Inc.)
_____________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ( )
_____________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8% of Common Stock (assuming conversion of all Preferred Stock
beneficially owned by Tinicum Enterprises, Inc.)
_____________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IV
_____________________________________________________________________
SCHEDULE 13D
CUSIP No. 500440102
_____________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RUTCO Incorporated
13-3527510
_____________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
_____________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________
(4) SOURCE OF FUNDS*
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 2,484 shares of Preferred Stock
SHARES (see Item 5)
BENEFICIALLY ________________________________________
OWNED BY (8) SHARED VOTING POWER
EACH 0
REPORTING ________________________________________
PERSON (9) SOLE DISPOSITIVE POWER
WITH 0
________________________________________
(10) SHARED DISPOSITIVE POWER
23,187.5 shares of Preferred Stock
(see Item 5)
_____________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,717,591 shares of Common Stock (assuming conversion of all
Preferred Stock beneficially owned by RUTCO Incorporated)
_____________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ( )
_____________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8% of Common Stock (assuming conversion of all Preferred Stock
beneficially owned by RUTCO Incorporated)
_____________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IV
_____________________________________________________________________
SCHEDULE 13D
CUSIP No. 500440102
_____________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James H. Kasschau
###-##-####
_____________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
_____________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________
(4) SOURCE OF FUNDS*
OO
_____________________________________________________________________
(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 0
SHARES ________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 414.5 shares of Preferred Stock
EACH (see Item 5)
REPORTING ________________________________________
PERSON (9) SOLE DISPOSITIVE POWER
WITH 0
________________________________________
(10) SHARED DISPOSITIVE POWER
414.5 shares of Preferred Stock
(see Item 5)
_____________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,704 shares of Common Stock (assuming conversion of all
Preferred Stock beneficially owned by Mr. Kasschau)
_____________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ( )
_____________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.3% of Common Stock (assuming conversion of all Preferred Stock
beneficially owned by Mr. Kasschau)
_____________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IN
_____________________________________________________________________
SCHEDULE 13D
CUSIP No. 500440102
_____________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Putnam L. Crafts, Jr.
###-##-####
_____________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
_____________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________
(4) SOURCE OF FUNDS*
PF
_____________________________________________________________________
(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 0
SHARES ________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 2,484 shares of Preferred Stock
EACH (see Item 5)
REPORTING ________________________________________
PERSON (9) SOLE DISPOSITIVE POWER
WITH 0
________________________________________
(10) SHARED DISPOSITIVE POWER
2,484 shares of Preferred Stock
(see Item 5)
_____________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
184,000 shares of Common Stock (assuming conversion of all
Preferred Stock beneficially owned by Mr. Crafts)
_____________________________________________________________________
(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% of Common Stock (assuming conversion of all Preferred Stock
beneficially owned by Mr. Crafts)
_____________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IN
_____________________________________________________________________
SCHEDULE 13D
CUSIP No. 500440102
_____________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RIT Capital Partners plc
_____________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
_____________________________________________________________________
(3) SEC USE ONLY0
_____________________________________________________________________
(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 0
SHARES ________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 7,867 shares of Preferred Stock
EACH (see Item 5)
REPORTING ________________________________________
PERSON (9) SOLE DISPOSITIVE POWER
WITH 0
________________________________________
(10) SHARED DISPOSITIVE POWER
7,867 shares of Preferred Stock
(see Item 5)
_____________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
582,740 shares of Common Stock (assuming conversion of all
Preferred Stock beneficially owned by RIT Capital Partners plc)
_____________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ( )
_____________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2% of Common Stock (assuming conversion of all Preferred Stock
beneficially owned by RIT Capital Partners plc)
_____________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IV
_____________________________________________________________________
SCHEDULE 13D
CUSIP No. 500440102
_____________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Rothschild Holdings plc
_____________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
_____________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________
(4) SOURCE OF FUNDS*
Not applicable
_____________________________________________________________________
(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 0
SHARES ________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ________________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 0
WITH ________________________________________
(10) SHARED DISPOSITIVE POWER
0
_____________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
_____________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* (X)
_____________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
_____________________________________________________________________
(14) TYPE OF REPORTING PERSON*
HC
_____________________________________________________________________
SCHEDULE 13D
CUSIP No. 500440102
_____________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Rothschild Capital Management Limited
_____________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
_____________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________
(4) SOURCE OF FUNDS*
Not applicable
_____________________________________________________________________
(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 0
SHARES ________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ________________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 0
WITH ________________________________________
(10) SHARED DISPOSITIVE POWER
0
_____________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
_____________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* (X)
_____________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
_____________________________________________________________________
(14) TYPE OF REPORTING PERSON*
CO
_____________________________________________________________________
Item 1. Security and Issuer.
This statement relates to the common stock, par value
$2.50 per share ("Common Stock"), of Kollmorgen Corporation (the
"Issuer"). The Issuer is a New York corporation and has its
principal executive offices located at 10 Mill Pond Lane,
Simsbury, Connecticut 06070.
Although the Reporting Persons (as defined in Item 2)
have not acquired any shares of Common Stock, such persons are
deemed to be the beneficial owners of the shares of Common Stock
reported in Item 5 by virtue of their acquisition of beneficial
ownership of all the shares of the Issuer's new series of
convertible preferred stock designated Series D Convertible
Preferred Stock, par value $1.00 per share ("Preferred Stock").
Item 2. Identity and Background.
The persons filing this statement are Tinicum
Enterprises, Inc., a Delaware corporation ("Enterprises"), RUTCO
Incorporated, a Delaware corporation ("Rutco"), Mr. James H.
Kasschau ("Mr. Kasschau"), Mr. Putnam L. Crafts, Jr. ("Mr.
Crafts"), 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"). Enterprises, Rutco, Mr. Kasschau,
Mr. Crafts, RIT, JRH and JRCML are hereinafter collectively
referred to as the "Reporting Persons".
Enterprises is a private investment company, one-third
of the voting stock of which is owned by each of Eric M.
Ruttenberg, Hattie Ruttenberg and John C. Ruttenberg. The
address of its principal place of business and its principal
office is 990 Stewart Avenue, Garden City, New York 11530.
Rutco is a private investment company, 100% of the
outstanding capital stock of which is owned by Derald H.
Ruttenberg. The address of its principal place of business and
of its principal office is 990 Stewart Avenue, Garden City, New
York 11530.
Mr. Kasschau's business address is 990 Stewart Avenue,
Garden City, New York 11530, and his principal employment is
President and Treasurer of Tinicum Incorporated, a New York
corporation. Tinicum Incorporated's principal business is to act
as a management company and adviser for Enterprises, Rutco and
other affiliated entities. Tinicum Incorporated's address is 885
Second Avenue, New York, New York 10017. Mr. Kasschau is a
citizen of the United States of America.
Mr. Crafts' business and residence address is Blue Mill
Road, Morristown, New Jersey 07960, and his present principal
employment is private investor. Mr. Crafts is a citizen of the
United States of America.
RIT is an investment company that invests in securities
primarily of United Kingdom and United States corporations. JRH
is an investment holding company with interests in companies
engaged in investment holding, investment dealing and fund
management. JRH owns 38.6% of the stock of RIT and 100% of the
stock of JRCML. JRCML is an investment and fund management
company. The address of the principal place of business and of
the principal office of each of RIT, JRH and JRCML is 15 St.
James's Place, London SWlA 1NW, England, United Kingdom.
Schedule I hereto sets forth all the directors and
executive officers of Enterprises, Rutco, RIT, JRH and JRCML and
the business or residence address, principal occupation or
employment and citizenship of each such person.
During the last five years, none of the Reporting
Persons (or to the best knowledge of the Reporting Persons, the
persons listed in Schedule I hereto) has been convicted in a
criminal proceeding (excluding traffic violations and similar
misdemeanors) or has 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 judgement,
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 3. Source and Amount of Funds or Other Consideration.
On March 27, 1990, Enterprises, Rutco, Mr. Kasschau,
Mr. Crafts and RIT (collectively, the "Purchasers") and the
Issuer entered into a Preferred Stock Purchase Agreement (the
"Purchase Agreement"), pursuant to which the Purchasers purchased
23,187.5 shares of Preferred Stock (with associated Rights, as
described below) at a price per share of $1,000,00. The
aggregate purchase price paid by the Purchasers at the closing
(the "Closing") was $23,187,500.00. The Purchase Agreement is
attached hereto as Exhibit 2.
$9,938,000.00 was paid in cash by Enterprises for 9,938
shares of Preferred Stock and $2,484,000.00 was paid by Rutco for
2,484 shares of Preferred Stock. Enterprises and Rutco paid for
their shares from borrowings in the ordinary course of business
under previously existing credit facilities available for general
corporate purposes, including purchases of marketable securities.
Such loans bear interest, at the option of the lender, at the
prime rate (as announced by The Bank of New York) or the London
interbank offered rate plus 1/2%. Neither of these facilities
was made available for the specific purpose of acquiring shares
of the Issuer. A copy of Enterprises' Revolving Credit Agreement
is filed herewith as Exhibit 3 and a copy of Rutco's Revolving
Credit Agreement is filed herewith as Exhibit 4, the complete
terms and provisions of each of which are incorporated herein by
reference.
$414,500.00 was paid in cash by Mr. Kasschau for 414.5
shares of Preferred Stock from his Cash Management Account at
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill
Lynch"). A copy of Mr. Kasschau's Cash Management Account
Agreement with Merrill Lynch is attached as Exhibit 5.
$2,484,000.00 was paid in cash by Mr. Crafts for 2,484
shares of Preferred Stock from his personal funds.
$7,867,000.00 was paid in cash by RIT for 7,867 shares
of Preferred Stock from the working capital of RIT.
The Purchase Agreement required that the Rights
Agreement, dated as of December 20, 1988, between the Issuer and
The First National Bank of Boston, as Rights Agent (the "Rights
Agreement"), be amended to provide among other things (a) for the
issuance of that number of Rights (as defined in the Rights
Agreement) in respect of the shares of Preferred Stock issued at
the Closing equal to the number of Rights which would be attached
to the aggregate number of shares of Common Stock into which such
shares of Preferred Stock are then convertible, with any
adjustments necessary to maintain the foregoing proportionality
while such Rights are outstanding, and (b) that Rights attached
to shares of Preferred Stock would cease to exist upon conversion
of such shares into Common Stock, whereupon the holder will
receive Rights attached to the Common Stock. These amendments to
the Rights Agreement were made prior to the Closing.
Item 4. Purpose of Transaction.
The Purchasers have acquired the shares of Preferred
Stock (the "Shares") for investment purposes. In the course of
negotiating the Purchase Agreement, the Purchasers had general
discussions with the Issuer regarding the manner in which the
Issuer's business was being conducted and the manner in which the
Issuer's business may be conducted in the future. The Purchasers
expect to have similar discussions with the Issuer in the future.
The Purchase Agreement contains certain restrictions on
the Purchasers with respect to dispositions of the shares of
capital stock of the Issuer, acquisitions of additional
securities of the Issuer and certain conduct in respect of the
Issuer. None of the Reporting Persons has any present intention
to acquire control over the Issuer. However, if any of the
Reporting Persons believes that further investment in the Issuer
is attractive, whether because of the market price of the
Issuer's securities or otherwise, they may acquire shares of
Common Stock or other securities of the Issuer to the extent and
in a manner consistent with the Purchase Agreement and the
Shareholder and Proxy Agreement, described in Item 6. Similarly,
subject to the terms of the Purchase Agreement and the
Shareholder and Proxy Agreement and depending upon market and
other factors, the Reporting Persons may determine to dispose of
some or all of the Shares or shares of Common Stock issuable upon
conversion of the Preferred Stock ("Conversion Shares").
In the Purchase Agreement, each Purchaser agreed that
until the earlier of (i) April 1, 1996, or (ii) the occurrence of
a Significant Event (as defined in the Purchase Agreement; which
in general occurs if a person acquires 50% or more of the voting
power of the Issuer, individuals comprising the incumbent Board
of Directors of the Issuer cease to constitute at least a
majority of the Board of Directors of the Issuer or any member of
the incumbent Board of Directors of the Issuer designated by the
holders of Preferred Stock fails to be elected at the Issuer's
1990 Annual Meeting of Shareholders), without the Issuer's prior
written consent, such Purchaser will not and will cause each of
its affiliates not to, directly or indirectly: (i) in any way
acquire, offer or propose to acquire, or agree to acquire any
shares of any class of capital stock of the Issuer which are then
entitled to vote in the election of directors (collectively,
"Voting Securities") or any direct or indirect rights or options
to acquire any Voting Securities if after such acquisition, the
aggregate percentage of the total combined voting power of all
Voting Securities then outstanding ("Total Voting Power") and
beneficially owned by the Purchasers and their respective
affiliates (including the Preferred Stock purchased pursuant to
the Purchase Agreement) would exceed the Percentage Limitation
(as defined below); (ii) propose to enter into any restructuring,
recapitalization, merger or business combination involving the
Issuer or any of its subsidiaries, or to purchase a material
portion of the assets of the Issuer or any of its subsidiaries;
(iii) in any way solicit proxies or become a "participant" in a
"solicitation" (as such terms are used in Regulation 14A of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"))
inconsistent with or in opposition to a recommendation of the
majority of the directors of the Issuer, or seek to influence any
person with respect to the voting of any Voting Securities or any
securities of the Issuer's subsidiaries; (iv) deposit any Voting
Securities in a voting trust or subject any Voting Securities to
any arrangement or agreement with respect to the voting of such
Voting Securities or other agreement having similar effect,
except pursuant to the Shareholder and Proxy Agreement; (v) join
a partnership, limited partnership, syndicate or other group, or
otherwise act in concert with any other person, for the purpose
of acquiring, holding, voting or disposing of Voting Securities,
or otherwise become a "person" within the meaning of Section
13(d)(3) of the Exchange Act; (vi) except by virtue of its
representation on the Issuer's Board of Directors pursuant to the
Purchase Agreement, otherwise act, alone or in concert with
others, to seek to affect or influence the management, Board of
Directors, business, operations or affairs of the Issuer; (vii)
disclose any intention, plan or arrangement inconsistent with the
foregoing; or (viii) advise, assist or encourage any other
persons in connection with any of the foregoing (the foregoing
provisions being referred to herein as the "Standstill
Provisions").
The Purchasers represented in the Purchase Agreement
that they acquired the Shares and the Conversion Shares for
investment purposes and not with a view to, or for sale in
connection with, any distribution thereof. The Purchase
Agreement provides that on or before April 1, 1996, the
Purchasers will not sell, transfer or otherwise dispose of
(collectively, "Transfer") any Voting Securities except for: (i)
Transfers of Voting Securities, from April 1, 1993 to April 1,
1996, (A) in transactions pursuant to Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act") or
pursuant to the exercise of the registration rights described
below, except that no Transfers may knowingly be made to any
transferee that would beneficially own more than 3% of the Total
Voting Power, and (B) subject to the Issuer's right of first
offer described below, to an Approved Transferee (which is a
transferee qualifying to file a Schedule 13G pursuant to section
13(d) of the Exchange Act, that advises the applicable Purchaser
that such transferee has the investment intent required for the
filing of a Schedule 13G and who has not within the five years
preceding the proposed Transfer filed a Schedule 13D or similar
form) in a block sale transaction, except that no Transfers under
this subclause (B) may knowingly be made to any transferee
(including its affiliates) that, after giving effect to such
Transfer, would beneficially own Voting Securities representing
more than 5% of the Total Voting Power of the Voting Securities
then outstanding, unless such transferee agrees to be bound by
the provisions of the Purchase Agreement and to enter into voting
arrangements reasonably satisfactory to the Issuer; (ii)
Transfers in connection with a merger, consolidation, liquidation
or dissolution of a Purchaser or any of its affiliates; (iii)
Transfers by a Purchaser to any of its affiliates or any other
Purchaser and its affiliates, and by any affiliate of such
Purchaser to such Purchaser or any other affiliate of such
Purchaser or any other Purchaser and its affiliates; (iv) bona
fide pledges of, or the grant of a security interest in, Voting
Securities to an institutional lender for money borrowed (the
Transfers in clauses (ii), (iii) and (iv) being referred to
herein as "Affiliate Transfers"); and (v) Transfers of Voting
Securities pursuant to an all cash tender offer to acquire all
outstanding shares of Voting Securities, if the entity making
such tender offer commits to use its best efforts to acquire any
shares of Voting Securities not purchased in the tender offer at
the highest price paid in the offer and if the Purchaser or any
of its affiliates that decide to tender shares in such tender
offer give the Issuer notice of the possibility of such tender at
least ten business days prior to the expiration of the tender
offer; provided, that in the event of a Transfer in accordance
with clause (ii), (iii) or (iv), any such transferee must agree
to be bound by the provisions of the Purchase Agreement (the
foregoing provisions being referred to herein as the "Transfer
Restrictions").
"Percentage Limitation" means 20% of the Total Voting
Power of the then outstanding Voting Securities; provided,
however, that if the Issuer or any of its subsidiaries acquires
any shares of Common Stock in any manner resulting in an increase
in the percentage of Total Voting Power with respect to Voting
Securities beneficially owned by the Purchasers and their
respective affiliates, then the Percentage Limitation shall be
increased by an amount which would enable the Purchasers and
their respective affiliates to acquire shares of Common Stock
equal to the difference between (i) 770,000 shares of Common
Stock, less (ii) the aggregate number of shares of Common Stock
acquired by the Purchasers and their respective affiliates after
the Closing (other than upon conversion of Preferred Stock):
provided, further, that if it is publicly disclosed or the
Purchasers otherwise learn that Voting Securities with Total
Voting Power in excess of the Percentage Limitation have been
acquired by any person (other than any subsidiary of the Issuer,
any employee benefit plan of the Issuer or of any of its
subsidiaries or any person holding Voting Securities for or
pursuant to the terms of any such employee benefit plan), then
the Percentage Limitation shall be increased to 110% of the
percentage of the Total Voting Power represented by the Voting
Securities acquired by such person, and if such person
subsequently disposes of Voting Securities and prior to that time
the Purchasers have acquired beneficial ownership of Voting
Securities in accordance with the terms of this proviso, such
Percentage Limitation shall be decreased only to such percentage
represented by the Voting Securities then beneficially owned by
the Purchasers and their affiliates. Notwithstanding the
foregoing, from and after such time as the Purchasers and their
affiliates are no longer subject to the Standstill Provisions and
the Transfer Restrictions (the "Limitation Date"), "Percentage
Limitation" shall mean the greater of (i) 20% of the Total Voting
Power of the outstanding Voting Securities and (ii) such
percentage of the Total Voting Power of the Voting Securities
outstanding on the Limitation Date as is represented by the
Voting Securities beneficially owned by the Purchasers and their
affiliates on such date; provided, however, that if as a result
of any recapitalization, repurchase or other action by the Issuer
after the Limitation Date, the aggregate Total Voting Power of
the Voting Securities beneficially owned by the Purchasers, and
their respective affiliates shall be increased to more than 20%,
then the Percentage Limitation shall be increased to such
increased percentage.
The Standstill Provisions and the Transfer Restrictions
will terminate if the Issuer breaches certain covenants contained
in the Purchase Agreement and such breach is not cured within 30
days after receipt by the Issuer of written notice from the
Purchasers, unless such breach is approved by the Purchasers'
nominees on the Board of Directors of the Issuer at a duly called
meeting or pursuant to a written consent. The Purchase Agreement
limits the Issuer's ability to declare or pay any dividend on or
make any distribution on or repurchase any shares of Common Stock
or any other shares of stock of the Issuer ranking junior to the
Preferred Stock in cash or any other consideration other than
dividends paid in the form of Common Stock or junior stock or
Rights and to enter into any loan or other agreement containing a
limitation which restricts the Issuer from making any required
payments of dividends or other amounts with respect to the
Preferred Stock in accordance with the Certificate of Amendment
(as hereinafter defined), other than a limitation upon a default
or an event which, upon the giving of notice or the passage of
time, would constitute a default under such agreement.
Pursuant to the Purchase Agreement, a Purchaser may not
sell any Shares or Conversion Shares to an Approved Transferee in
a block sale transaction without first offering the Issuer the
right to purchase all of such shares at the same price offered to
the Approved Transferee. The Issuer has the option to accept
such offer for a period of 20 days. If the Issuer does not
accept the offer to purchase the shares, the Purchaser may sell
such shares to the Approved Transferee for a period of 60 days
thereafter at a price not less than the price offered to the
Issuer.
The Purchase Agreement provides that, so long as the
Purchasers and their affiliates are acting in compliance with the
Purchase Agreement and the Purchasers and their affiliates
beneficially own at least ten percent of the Total Voting Power
(which percentage shall be proportionately decreased in the event
the Issuer issues additional shares of Common Stock which has the
effect of diluting the Total Voting Power of the Purchasers and
their affiliates), the Issuer will exercise all authority under
applicable law (subject to the fiduciary obligations of the
Issuer's Board of Directors to the Issuer's shareholders) to
elect to the Board of Directors of the Issuer (in separate
classes of the Board of Directors of the Issuer) two nominees
designated by the Purchasers after consultation with the Issuer,
with each such person designated by the Purchasers being
reasonably satisfactory to the majority of the independent
members of the Board of Directors of the Issuer. The Purchase
Agreement provides that the Purchasers' first two nominees shall
be Eric M. Ruttenberg and James H. Kasschau, each of whom became
a member of the Issuer's Board of Directors simultaneous with the
Closing.
The Issuer agreed, during the time the Purchasers and
their respective affiliates are the beneficial owners of any
Voting Securities, to amend or supplement the Rights Agreement as
necessary to ensure that neither the Purchasers nor their
affiliates, individually or together, become an Acquiring Person
(as defined in the Rights Agreement) or are the cause of a
Section 11(a)(ii) Event (as defined in the Rights Agreement) by
virtue of their beneficial ownership of Voting Securities with
Total Voting Power not in excess of the Percentage Limitation.
The Issuer agreed that, within 20 days of the Closing,
its Board of Directors would take all necessary and appropriate
action to provide that the restrictions on business combinations
set forth in Section 912 of the New York Business Corporation law
("Section 912") will not apply to any of the Purchasers or their
affiliates with respect to their acquisition of Voting Securities
having Total Voting Power in excess of 20% of the Total Voting
Power; provided, that the acquisition of Voting Securities or any
other event which would render such Purchasers or affiliates an
"interested shareholder" under Section 912 does not result in the
Purchasers and their affiliates, individually or together,
beneficially owning Voting Securities with Total Voting Power in
excess of the Percentage Limitation.
In connection with the acquisition by the Purchasers of
the Shares, the Issuer has agreed to pay all fees and all out-of-
pocket expenses incurred by the Purchasers in connection with the
Purchase Agreement and the transactions contemplated therein, up
to $250,000. In addition, the Issuer agreed to indemnify the
Purchasers from and against all reasonable costs, expenses,
damages or other liabilities resulting from any legal,
administrative or other proceedings arising out of the
transactions contemplated by the Purchase Agreement. In the
event such indemnification is unenforceable, the Issuer agreed to
make the maximum contribution to the payment and satisfaction of
such indemnified liability which shall be permissible under
applicable laws.
The Issuer has granted certain registration rights to
the Purchasers pursuant to the provisions set forth in Annex II
to the Purchase Agreement, a copy of which is filed herewith as
Exhibit 6. The registration rights granted include the right,
from April 1, 1993 to April 1, 1996, to make two requests to the
Issuer to register for sale to the public Shares or Conversion
Shares. A second request may be made 18 months following the
first request. The registration rights provisions also grant
certain incidental ("piggyback") registration rights in the event
the Issuer proposes to register any securities (other than
securities to be issued pursuant to a stock option or other
employee benefit or similar plan) under the Securities Act.
The rights, preferences and limitations of the Shares
are described in the Issuer's Certificate of Amendment of
Certificate of Incorporation filed on March 27, 1990 (the
"Certificate of Amendment"), a copy of which is attached hereto
as Exhibit 7.
The holders of Shares are entitled to receive
cumulative cash dividends at an annual rate of $95.00 per Share,
payable quarterly, commencing on June 30, 1990.
As described in the Certificate of Amendment, subject
to certain restrictions, the Issuer, at its option, at any time
or from time to time on and after April 1, 1995, may redeem the
whole or any part of the outstanding Shares by paying in cash
therefor an amount equal to $1,100.00 per Share plus an amount
per Share equal to all accrued and unpaid dividends thereon. On
April 1, 2000, the Issuer must redeem all of the outstanding
Shares, by paying therefor $1,000 per Share plus an amount per
Share equal to all accrued and unpaid dividends thereon to the
date of redemption. In addition, in the event there occurs a
Significant Event, any record holder of Shares may require the
Issuer to redeem any or all of the Shares held by such holder at
a price per share equal to $1,000, plus all accrued and unpaid
dividends thereon to the date of redemption.
In addition, as described in Item 5 and the Certificate
of Amendment, the Shares are convertible into shares of Common
Stock.
As described in the Certificate of Incorporation, in
addition to any voting rights provided by law, each Share
entitles the holder thereof to vote an all matters voted on by
holders of Common Stock, voting together as a single class with
the Common Stock. With respect to such vote, each Share entitles
the holder thereof to cast the number of votes equal to the
number of votes which could be cast by a holder of the shares of
Common Stock into which such Share is convertible.
In addition, the affirmative vote of the holders of at
least a majority of the outstanding Shares, voting as a single
class, is necessary to (i) authorize or create any class or
series, or any shares of any class or series, or fix the
designation, relative rights, preferences and limitations of any
class or series, or any shares of any class or series, of Senior
Stock (as defined in the Certificate of Amendment), (ii)
authorize or create any class or new series, or any shares of any
class or new series, or fix the designation, relative rights,
preferences and limitations of any class or new series, or any
shares of any class or new series of, Junior Stock (as defined in
the Certificate of Amendment) (other than Common Stock or Junior
Stock issuable upon exercise of the Rights under the Rights
Amendment) or Parity Stock (as defined in the Certificate of
Amendment), (iii) reclassify any shares of stock of the Issuer
into shares of Senior Stock, Parity Stock or Junior Stock (other
than Common Stock), (iv) authorize any security (other than the
Rights under the Rights Agreement) exchangeable for, convertible
into, or evidencing the right to purchase any shares of Senior
Stock, Parity Stock or Junior Stock (other than Common Stock or
Junior Stock issuable upon exercise of the Rights pursuant to the
Rights Agreement), (v) amend, alter or repeal the Certificate of
Amendment to alter or change the preferences, rights or powers of
the Preferred Stock so as to affect the Preferred Stock
adversely, (vi) increase the authorized number of shares of, or
issue (including on conversion or exchange of any convertible or
exchangeable securities or by reclassification), Preferred Stock,
or (vii) issue any shares of the Issuer's Cumulative Convertible
Preferred Stock Series A or the Issuer's Series C Convertible
Preferred Stock.
As further described in the Certificate of Amendment,
if on any date (i) dividends payable on the Preferred Stock have
been in arrears for five quarterly periods, whether or not
consecutive, or (ii) the Issuer fails to satisfy its obligations
to redeem shares of Preferred Stock, as described above, the
number of directors constituting the Board of Directors of the
Issuer will be increased by two and the holders of Shares will
have the exclusive right to elect such directors. Such
additional directors are to continue as directors and such
additional voting rights will continue until all dividends
accumulated on the Preferred Stock have been paid in full or the
Issuer's mandatory redemption obligations have been satisfied, as
the case may be.
The foregoing summaries of certain provisions of the
Purchase Agreement, the registration rights annex to the Purchase
Agreement and the Certificate of Amendment are not intended to be
complete and are qualified in their entirety by the complete
texts of such documents, copies of which are filed herewith as
Exhibits 2, 6 and 7, respectively, which are incorporated herein
by this reference.
Other than as described above, neither any Reporting
Person nor, to the best knowledge of each Reporting Person, any
person identified in Schedule I, has any present plans or
proposals which relate to or would result in:
(1) the acquisition by any person of additional
securities of the Issuer, or the disposition of securities of the
Issuer;
(2) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or
any of its subsidiaries;
(3) a sale or transfer of a material amount of assets
of the Issuer or any of its subsidiaries;
(4) any change in the present Board of Directors or
management of the Issuer, including any plans or proposals to
change the number or term of directors;
(5) any material change in the present capitalization
or dividend policy of the Issuer;
(6) any other material change in the Issuer's
business or corporate structure;
(7) any changes in the Issuer's Certificate of
Incorporation or By-laws which may impede the acquisition of
control of the Issuer by any person;
(8) causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
(9) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Exchange Act; or
(10) any action similar to any of those enumerated
above.
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on the date hereof,
the Reporting Persons own in the aggregate 23,187.5 shares of
Preferred Stock, which constitutes 100% of the outstanding shares
of Preferred Stock. Each share of Preferred Stock is
convertible, at any time, into 74.074 shares of Common Stock
(representing a conversion price of $13.50 per share), subject to
certain antidilution provisions. The 23,187.5 shares of
Preferred Stock that the Reporting Persons own could be converted
into 1,717,591 shares of Common Stock, which would constitute
approximately 13.8% of the outstanding shares of Common Stock
(after giving effect to the conversion), based on 10,726,128 of
such shares outstanding as of March 27, 1990 (12,443,719 after
giving effect to the conversion), according to a representation
of the Issuer in the Purchase Agreement.
As of the close of business on the date hereof,
Enterprises, Rutco, Mr. Kasschau, Mr. Crafts and RIT have
beneficial ownership of 23,187.5, 23,187.5, 414.5, 2,484 and
7,867 shares of Preferred Stock, respectively, and assuming the
conversion of all such shares into Common Stock, they have
beneficial ownership of 1,717,591, 1,717,591, 30,704, 184,000 and
582,740 shares of Common Stock, respectively.
To the best of the Reporting Persons' knowledge and
belief and except as set forth herein, none of the persons listed
on Schedule I hereto owns beneficially any shares of Common
Stock.
(b) Enterprises has sole power to vote the 9,938
Shares it owns and, except for certain limited circumstances
described in Items 4 and 6 in which each of Mr. Kasschau, Mr.
Crafts and RIT (each, an "Investor") has the power to vote his or
its Shares, the 10,765.5 Shares owned by the Investors. Rutco
has the sole power to vote the 2,484 Shares it owns.
By reason of the Transfer restrictions and the right of
first offer granted to the Issuer in the Purchase Agreement, each
described in Item 4, the right of first offer granted by the
Investors to Enterprises and Rutco, the right of Enterprises and
Rutco to require the Investors to participate in certain sales by
then and the right of the investors to participate in certain
sales by Enterprises and Rutco, each described In Item 6,
Enterprises has shared power to dispose of 23,187.5 Shares, Rutco
has shared power to dispose of 23,187.5 Shares, Mr. Kasschau has
shared power to dispose of 414.5 Shares, Mr. Crafts has shared
power to dispose of 2,484 Shares and RIT has shared power to
dispose of 7,867 Shares.
JRH owns 38.6% of RIT and three members of JRH's Board
of Directors are members of RIT's seven member Board of
Directors. JRH may, by virtue of its ownership interest in RIT,
be deemed to own beneficially (as that term is defined in Rule
13d-3 under the Exchange Act) the shares of Preferred Stock of
which RIT has beneficial ownership. JRH disclaims, however, any
beneficial interest in the shares of Preferred Stock owned by
RIT.
JRCML may, by virtue of the discretionary investment
management agreement between RIT and JRCML, be deemed to own
beneficially the shares of Preferred Stock of which RIT has
beneficial ownership. JRCML serves as the investment manager of
RIT's portfolio investments and pursuant to such agreement has
the authority on behalf of RIT to vote and sell RIT's shares of
Preferred Stock, subject to restrictions on Transfer and the
proxy granted to Enterprises described in Items 4 and 6. The
discretionary investment management agreement is filed as Exhibit
8 hereto and is incorporated by reference herein. JRCML
disclaims, however, any beneficial interest in the shares of
Preferred Stock owned by RIT.
(c) Within the last 60 days, the Reporting Persons did
not effect any transactions in shares of Common Stock. To the
best knowledge of the Reporting Persons, none of the persons
listed on Schedule I hereto has purchased or sold shares of
Common Stock during the last 60 days.
(d) No person except for Enterprises, Rutco, Mr.
Kasschau, Mr. Crafts and RIT is known to have the right to
receive and the power to direct the receipt of dividends from, or
the proceeds from the sale of, securities covered by this
Statement.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
As described in Item 4, the Purchase Agreement provides
for various rights and restrictions with respect to the Issuer's
securities.
The Purchasers entered into a Shareholder and Proxy
Agreement, dated March 27, 1990 (the "Shareholder Agreement"), a
copy of which is filed herewith as Exhibit 9. As provided in the
Shareholder Agreement, each Investor granted to Enterprises an
irrevocable proxy to vote his or its Shares or Conversion Shares
which such Investor is entitled to vote at any meeting of
shareholders of the Issuer or by written consent in lieu of such
meeting or otherwise, except that Enterprises may not vote any
Shares in the event the holders of Preferred Stock are entitled
to vote as a single class pursuant to the Certificate of
Amendment. See Item 4 for the situations in which a class vote
of the holders of Shares is required. The Investors also granted
Enterprises the authority, in certain circumstances, to consent
to amendments to the Purchase Agreement.
The Shareholder Agreement provides that, subject to the
restrictions on Transfer contained in the Purchase Agreement,
before an Investor can Transfer Shares or Conversion Shares
(other than pursuant to the exercise of registration rights or in
an Affiliate Transfer), such Investor must first offer such
shares to Enterprises and Rutco (collectively, the "Tinicum
Group"). If the Tinicum Group (or its designee) does not
purchase all such shares offered it, the Investor may, within a
specified time period, sell such shares at a price equal to or
above the price offered to the Tinicum Group and upon such terms
and conditions no more favorable to the transferee than those
offered the Tinicum Group.
The Shareholder Agreement also provides that if the
Tinicum Group makes a Transfer (other than an Affiliate Transfer)
of Shares, Conversion Shares or other shares of capital stock of
the Issuer, it must permit an electing Investor to participate
proportionately in such Transfer at the same price per share and
upon the same terms and conditions as the Tinicum Group;
provided, however, that an Investor may similarly participate in
a Transfer by the Tinicum Group to any other Investor.
In addition, the Shareholder Agreement provides that if
the Tinicum Group makes a Transfer (other than an Affiliate
Transfer) of Shares, Conversion Shares or other shares of capital
stock of the Issuer in a bona fide arm's-length transaction to a
non-affiliate of the Tinicum Group, it may require the Investors
to participate proportionately in such Transfer at the same price
per share and upon the same terms and conditions as the Tinicum
Group.
The Shareholder Agreement prohibits Investors from
acquiring additional shares of capital stock of the Issuer
without the prior written consent of the Tinicum Group. If the
Tinicum Group decides to acquire additional shares of capital
stock of the Issuer, the Tinicum Group must permit the Investors
to participate pro rata in such acquisition.
The foregoing summary of certain provisions of the
Shareholder Agreement is not intended to be complete and is
qualified in its entirety by the complete text of such document,
a copy of which is filed herewith as Exhibit 9, which is
incorporated herein by this reference.
In addition to the relationships created by the
Shareholder Agreement, the Purchasers and JRCML expect to consult
each other on matters relating to the voting, holding, further
acquisition and disposition of the Preferred Stock. As result of
the Shareholder Agreement and the expectations of the Purchasers
and JRCML, the Purchasers and JRCML may be deemed to be a "group"
within the meaning of the rules and the regulations promulgated
under the Exchange Act.
The Issuer is a party to a proceeding relating to,
among other things, the sale by the Issuer of the shares of
Preferred Stock to the Purchasers. Such proceeding is summarized
in Schedule II attached hereto.
Except as set forth herein, none of the Reporting
Persons and (to the best of the Reporting Persons' knowledge)
none of the persons named in Schedule I hereto, has any
contracts, arrangements, understandings or relationships (legal
or otherwise) with any person with respect to any securities of
the Issuer, including but not limited to any contracts,
arrangements, understandings or relationships concerning the
transfer or voting of such securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or losses, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1. Joint Filing Agreement, dated March
30, 1990
Exhibit 2. Preferred Stock Purchase Agreement,
dated March 27, 1990, among Tinicum
Enterprises, Inc., Rutco
Incorporated, James H. Kasschau,
Putnam L. Crafts, Jr., RIT Capital
Partners plc and Kollmorgen
Corporation
Exhibit 3. Tinicum Enterprises, Inc. Revolving
Credit Agreement, dated February
13, 1989
Exhibit 4. Rutco Incorporated Revolving Credit
Agreement, dated April 24, 1989
Exhibit 5. James H. Kasschau Cash
Management Account at Merrill
Lynch, Pierce, Fenner & Smith
Incorporated
Exhibit 6. Registration Rights Provisions
Exhibit 7. Certificate of Amendment of
Certificate of Incorporation of
Issuer designating the Series D
Preferred Stock
Exhibit 8. Discretionary Investment Management
Agreement, dated June 28, 1988,
between RIT Capital Partners plc
and J. Rothschild Capital
Management Limited
Exhibit 9. Shareholder and Proxy Agreement,
dated March 27, 1990, among Tinicum
Enterprises, Inc., Rutco
Incorporated, James H. Kasschau,
Putnam L. Crafts, Jr. and RIT
Capital Partners plc
Exhibit 10. Kollmorgen Corporation vs.
Vernitron Corporation and Vernitron
Acquisition Corporation, (Stamford,
Conn., Superior Court), Injunction
Order, January 22, 1990
Exhibit 11. Kollmorgen Corporation vs.
Vernitron Corporation and Vernitron
Acquisition Corporation, (Stamford,
Conn., Superior Court), transcript
of March 28, 1990 hearing
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: April 6, 1990
TINICUM ENTERPRISES, INC.
By:/s/ Eric M. Ruttenberg
Eric M. Ruttenberg
Vice President
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: April 6, 1990
RUTCO INCORPORATED
By:/s/ Eric M. Ruttenberg
Eric M. Ruttenberg
Vice President
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.
Dated: April 6, 1990
By:/s/ James H. Kasschau
James H. Kasschau
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.
Dated: April 6, 1990
By:/s/ Putnam L. Crafts, Jr.
Putnam L. Crafts, Jr.
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: April 6, 1990
RIT CAPITAL PARTNERS plc
By: J. Rothschild Administration
Limited, Corporate Secretary
By:/s/ A. Stafford-Deitsch
Name: A. Stafford-Deitsch
Title: 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: April 6, 1990
J. ROTHSCHILD HOLDINGS plc
By:/s/ A. Stafford-Deitsch
Name: A. Stafford-Deitsch
Title: 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: April 6, 1990
J. ROTHSCHILD CAPITAL
MANAGEMENT LIMITED
By:/s/ A. Stafford-Deitsch
Name: A. Stafford-Deitsch
Title: Director
Schedule I to Schedule 13D
A. Directors and Executive Officers of Tinicum
Enterprises, Inc. ("Enterprises")
The name, business or residence address, principal
occupation or employment of each of the directors and
executive officers of Enterprises, and the name, address and
principal business of any organization in which such
employment is conducted, are set forth below. Each director
and executive officer listed below is a citizen of the
United States of America. Directors are identified by an
asterisk. The address and principal business of Tinicum
Incorporated are not repeated in this table.
Business or Principal
Residence Occupation or
Name Address Employment
James H. Kasschau* 990 Stewart Avenue President and Treasurer,
President Garden City, NY 11530 Tinicum Incorporated
Eric M. Ruttenberg* 885 Second Avenue Executive Vice President,
Vice President New York, NY 10017 Tinicum Incorporated
Hattie Ruttenberg* 885 Second Avenue Student
New York, NY 10017
John C. Ruttenberg* 885 Second Avenue Vice President and
New York, NY 10017 Assistant Secretary,
Tinicum Incorporated
John F. Keane 990 Stewart Avenue Controller,
Treasurer Garden City, NY 11530 Tinicum Incorporated
B. Directors and Executive Officers of RUTCO Incorporated
("Rutco")
The name, business or residence address, principal
occupation or employment of each of the directors and executive
officers of Rutco, and the name of any organization in which such
employment is conducted, are set forth below. Each director and
executive officer listed below is a citizen of the United States
of America. Directors are identified by an asterisk. The
address and principal business of Tinicum Incorporated are not
repeated in this table.
Business or Principal
Residence Occupation or
Name Address Employment
Derald H. Ruttenberg* 885 Second Avenue President and
President and New York, NY 10017 Treasurer,
Treasurer RUTCO Incorporated
Eric M. Ruttenberg* 885 Second Avenue Executive Vice
Vice President New York, NY 10017 President,
and Secretary Tinicum Incorporated
James H. Kasschau 990 Stewart Avenue President and
Assistant Secretary Garden City, NY 11530 Treasurer,
Tinicum Incorporated
C. 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 address and principal
business of JRH are not repeated in this table.
Directors
Business or Principal
Residence Occupation or
Name Address Employment Citizenship
Lord 15 St. James's Chairman, J. British
Rothschild Place Rothschild Holdings
(Chairman) London SW1A 1NW plc
England
Charles Swan House, Director, Stanhope British
Howard Bailey Madeira Walk, Administration
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, Grand
Cayman, Cayman
Islands, British
West Indies
(investment company)
Anthony Rockridge Director, Rockridge South
Herbert Bloom Consolidated Consolidated African
Limited, 4th Limited, 4th Floor,
Floor, Audrey Audrey House, Ely
House, Ely Place Place, London EC1N
London EC1N 6SN 6SN, England
England (financial
services): Director,
Premier Group
Holdings Limited,
Premier Group
Centre, Newtown
Avenue, Killarney
2194, Johannesburg
2000, South Africa
(investment holding
company)
Hon. Clive 15 St. James's Director, J. British
Patrick Place Rothschild Holdings
Gibson London SW1A 1NW plc
England
Baron Boulevard Jacques- General Manager, Belgian
Philippe Dalcroze 5, Banque Bruxelles
Lambert CH-1211 Lambert (Suisse) SA,
Geneva 3, Boulevard Jacques-
Switzerland Dalcroze 5, CH-1211,
Geneva 3,
Switzerland
(international bank)
Jean Pigozzi Chemin de Mornex 7 Private Investor, Italian
1003 Lausanne Chemin de Mornex 7,
Switzerland 1003 Lausanne,
Switzerland
(investments
worldwide)
Andrew 15 St. James's Director, J. U.S.A.
Stafford- Place Rothschild Holdings
Deitsch London SW1A 1NW plc
England
Executive Officer
John Walford 15 St. James's Company Secretary, British
Philip Place J. Rothschild
Johnston London SW1A 1NW Holdings plc/
England Compliance Officer,
J. Rothschild
Holdings group
D. Directors and Executive Officers of J. Rothschild Holdings
plc ("JRH")
The name, business or residence address, principal
occupation or employment and citizenship of each of the directors
and executive officers of JRH, and the name, address and
principal business of any organization in which such employment
is conducted are set forth below. The address and principal
business of JRH are not repeated in this table.
Directors
Business or Principal
Residence Occupation or
Name Address Employment Citizenship
Lord 15 St. James's Chairman, J. British
Rothschild Place Rothschild Holdings
London SW1A 1NW plc
England
The Viscount 149 Newlands Road Chairman, The Weir British
Weir Cathcart, Glasgow Group plc, 140
G44 4EX, Scotland Newlands Road,
Cathcart, Glasgow
G44 4EX, Scotland
(engineers)
Nathaniel de 135 East 57th President, Nathaniel French
Rothschild Street de Rothschild
New York, NY 10022 Holdings Ltd.; 135
USA East 57th Street,
New York, NY 10022,
U.S.A.
Hon. Clive 15 St. James's Director, J. British
Patrick Place Rothschild Holdings
Gibson London SW1A 1NW plc
England
Allard 6B Emmalaan Chairman of the Dutch
Jiskoot 3743 DK Baarn Securities Board of
Netherlands the Netherlands
Lord Rees- 17 Pall Mall Chairman, Pickering British
Mogg London SW1Y 5NB & Chatto Ltd., 17
England Pall Mall, London
SW1Y 5NB, England
(antiquarian
booksellers)
Spencer 15 St. James's Investment Director, British
Nicholas Place J. Rothschild
Roditi London SW1A 1NW Holdings plc
England
Andrew 15 St. James's Director, J. U.S.A.
Stafford- Place Rothschild Holdings
Deitsch London SW1A 1NW plc
England
Nils Otto 15 St. James's Chairman and Chief British
Taube Place Executive, J.
London SW1A 1NW Rothschild
England Investment
Management Ltd., 15
St. James's Place,
London, SW1A 1NW,
England (investment
management)
Executive Officer
John Walford 15 St. James's Company Secretary, British
Philip Place J. Rothschild
Johnston London SW1A 1NW Holdings plc/
England Compliance Officer,
J. Rothschild
Holdings group
E. 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 address and principal
business of JRH are not repeated in this table.
Directors
Business or Principal
Residence Occupation or
Name Address Employment Citizenship
Lord 15 St. James's Chairman, J. British
Rothschild Place Rothschild Holdings
(Chairman) London SW1A 1NW plc
England
Hon. Clive 15 St. James's Director, J. British
Patrick Place Rothschild Holdings
Gibson London SW1A 1NW plc
England
Andrew 15 St. James's Director, J. U.S.A.
Stafford- Place Rothschild Holdings
Deitsch London SW1A 1NW plc
England
John Walford 15 St. James's Secretary, J. British
Philip Place Rothschild Holdings
Johnston London SW1A 1NW plc/Compliance
England Officer, J.
Rothschild Holdings
Group
Duncan 15 St. James's Corporate Finance British
William Allan Place Executive, J.
Budge London SW1A 1NW Rothschild Holdings
England plc
John David 15 St. James's Group Financial British
Cracknell Place Controller, J.
London SW1A 1NW Rothschild Holdings
England plc
Schedule II to Schedule 13D
Litigation
In an action (the "Action") entitled Kollmorgen Corp.,
Plaintiff v. Vernitron Corp. and Vernitron Acquisition Corp.,
Defendants, No. CV-89-0103636-S (Stamford, Conn., Superior Court)
(the "Court"), to which none of the Purchasers is a party,
Vernitron Corporation (Vernitron") filed a motion on March 27,
1990 for a temporary restraining order that sought to enjoin the
sale of the Preferred Stock to the Purchasers. Vernitron alleged
that the sale violated the terms of a certain Order entered in
the Action on January 22, 1990 (the "January 22 Order"), a copy
of which is filed herewith as Exhibit 10. The January 22 Order,
among other things, had granted the Issuer's motion to enjoin
Vernitron from violating the standstill and confidentiality
clauses of a certain Merger Agreement, dated April 30, 1989,
between the Issuer and Vernitron. The January 22 Order also
directed the Issuer to submit to a certain Committee of Special
Masters (the "Committee"), among other things, "a written
description of any contemplated or proposed action or transaction
which...could reasonably be construed as suggesting a change in
control."
At a hearing on March 28, 1990, a copy of the
transcript of which is filed herewith as Exhibit 11, the Issuer
and Vernitron reached an agreement, effective for a two-week
period due to expire on April 11, 1990, providing that, among
other things, during the two-week period: (i) the Issuer will
segregate the funds received from the Purchasers pursuant to the
Purchase Agreement, with the exception of approximately $8.5
million previously placed in escrow; (ii) the Issuer will not
issue, purchase, exchange or redeem any of its shares; (iii) the
Issuer will not change the record date for its anticipated May
23, 1990, annual meeting of shareholders; (iv) the Issuer will
not accelerate the date of the annual meeting of shareholders to
a date prior to May 23, 1990; and (v) the Issuer will submit to
the Committee the question of whether the sale of the Preferred
Stock effected a "change in control" under the terms of the
January 22 Order. The Purchasers also agreed that they would not
convert any of the Shares prior to April 11, 1990, without giving
72 hours advance notice to the Court. The Court so ordered all
of the foregoing agreements.
The Issuer has submitted to the Committee the question
referred to in item (v) of the preceding paragraph. A decision
from the Committee is pending. It is anticipated that the Court
will consider that question after the Committee has rendered its
decision, and the Court may do so at a hearing on or about April
11, 1990.
The foregoing summaries of the January 22 Order and the
March 28, 1990 hearing are not intended to be complete and are
qualified in their entirety by the complete texts of the January
22 Order and the transcript of the March 28, 1990 hearing, copies
of which are filed herewith as Exhibits 10 and 11, respectively,
which are incorporated herein by this reference.
EXHIBIT INDEX
Location in Sequential
Exhibit Description Numbering System
1 Joint Filing Agreement, dated
March 30, 1990
2 Preferred Stock Purchase
Agreement, dated March 27,
1990, among Tinicum
Enterprises, Inc., Rutco
Incorporated, James H.
Kasschau, Putnam L. Crafts,
Jr., RIT Capital Partners plc
and Kollmorgen Corporation
3 Tinicum Enterprises, Inc.
Revolving Credit Agreement,
dated February 13, 1989
4 Rutco Incorporated Revolving
Credit Agreement, dated March
27, 1990
5 James H. Kasschau Cash
Management Account at Merrill
Lynch, Pierce, Fenner & Smith
Incorporated
6 Registration Rights Provisions
7 Certificate of Amendment of
Certificate of Incorporation
of Issuer designating the
Series D Preferred Stock
8 Discretionary Investment
Management Agreement, dated
June 28, 1988, between RIT
Capital Partners plc and J.
Rothschild Capital Management
Limited
9 Shareholder and Proxy
Agreement, dated March 27,
1990, among Tinicum
Enterprises, Inc., Rutco
Incorporated, James H.
Kasschau, Putnam L. Crafts,
Jr. and RIT Capital Partners
plc
10 Kollmorgen Corporation vs.
Vernitron Corporation and
Vernitron Acquisition
Corporation, (Stamford, Conn.,
Superior Court), Injunction
Order, January 22, 1990
11 Kollmorgen Corporation vs.
Vernitron Corporation and
Vernitron Acquisition
Corporation, (Stamford, Conn.,
Superior Court), transcript of
March 28, 1990 hearing
___________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
KOLLMORGEN CORPORATION
(Name of Issuer)
COMMON STOCK, par value $2.50 per share
(Including Upon Conversion of Series D Convertible Preferred
Stock, par value $1.00 per share)
(Title of Class of Securities)
500440102
(CUSIP Number)
Tinicum Enterprises, Inc.
990 Stewart Avenue
Garden City, New York 11530
(516) 222-2874
with a copy to:
Stephen Fraidin, P.C.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 820-8000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
June 12, 1990
(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. 500440102
_____________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tinicum Enterprises, Inc.
13-3506390
_____________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
_____________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________
(4) SOURCE OF FUNDS*
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 9,938 shares of Preferred Stock
SHARES 303,058 shares of Common Stock
BENEFICIALLY (see Item 5)
OWNED BY ________________________________________
EACH (8) SHARED VOTING POWER
REPORTING 10,765.5 shares of Preferred Stock
PERSON 328,293 shares of Common Stock
WITH (see Item 5)
________________________________________
(9) SOLE DISPOSITIVE POWER
0
________________________________________
(10) SHARED DISPOSITIVE POWER
23,187.5 shares of Preferred Stock
707,100 shares of Common Stock
(see Item 5)
_____________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,424,691 shares of Common Stock (assuming conversion of all
Preferred Stock beneficially owned by Tinicum Enterprises, Inc.)
_____________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ( )
_____________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5% of Common Stock (assuming conversion of all Preferred
Stock beneficially owned by Tinicum Enterprises, Inc.)
_____________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IV
_____________________________________________________________________
SCHEDULE 13D
CUSIP No. 500440102
_____________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RUTCO Incorporated
13-3527510
_____________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
_____________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________
(4) SOURCE OF FUNDS*
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 2,484 shares of Preferred Stock
SHARES 75,749 shares of Common Stock
BENEFICIALLY (see Item 5)
OWNED BY ________________________________________
EACH (8) SHARED VOTING POWER
REPORTING 0
PERSON ________________________________________
WITH (9) SOLE DISPOSITIVE POWER
0
________________________________________
(10) SHARED DISPOSITIVE POWER
23,187.5 shares of Preferred Stock
707,100 shares of Common Stock
(see Item 5)
_____________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,424,691 shares of Common Stock (assuming conversion of all
Preferred Stock beneficially owned by RUTCO Incorporated)
_____________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ( )
_____________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5% of Common Stock (assuming conversion of all Preferred
Stock beneficially owned by RUTCO Incorporated)
_____________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IV
_____________________________________________________________________
SCHEDULE 13D
CUSIP No. 500440102
_____________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James H. Kasschau
###-##-####
_____________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
_____________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________
(4) SOURCE OF FUNDS*
OO
_____________________________________________________________________
(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 0
SHARES
BENEFICIALLY
OWNED BY ________________________________________
EACH (8) SHARED VOTING POWER
REPORTING 414.5 shares of Preferred Stock
PERSON 12,643 shares of Common Stock
WITH (see Item 5)
________________________________________
(9) SOLE DISPOSITIVE POWER
0
________________________________________
(10) SHARED DISPOSITIVE POWER
414.5 shares of Preferred Stock
12,643 shares of Common Stock
(see Item 5)
_____________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,347 shares of Common Stock (assuming conversion of all
Preferred Stock beneficially owned by Mr. Kasschau)
_____________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ( )
_____________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.4% of Common Stock (assuming conversion of all Preferred
Stock beneficially owned by Mr. Kasschau)
_____________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IN
_____________________________________________________________________
SCHEDULE 13D
CUSIP No. 500440102
_____________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Putnam L. Crafts, Jr.
###-##-####
_____________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
_____________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________
(4) SOURCE OF FUNDS*
PF
_____________________________________________________________________
(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 0
SHARES
BENEFICIALLY
OWNED BY ________________________________________
EACH (8) SHARED VOTING POWER
REPORTING 2,484 shares of Preferred Stock
PERSON 75,749 shares of Common Stock
WITH (see Item 5)
________________________________________
(9) SOLE DISPOSITIVE POWER
0
________________________________________
(10) SHARED DISPOSITIVE POWER
2,484 shares of Preferred Stock
75,749 shares of Common Stock
(see Item 5)
_____________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
259,749 shares of Common Stock (assuming conversion of all
Preferred Stock beneficially owned by Mr. Crafts)
_____________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ( )
_____________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4% of Common Stock (assuming conversion of all Preferred
Stock beneficially owned by Mr. Crafts)
_____________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IN
_____________________________________________________________________
SCHEDULE 13D
CUSIP No. 500440102
_____________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 0
SHARES
BENEFICIALLY
OWNED BY ________________________________________
EACH (8) SHARED VOTING POWER
REPORTING 7,867 shares of Preferred Stock
PERSON 239,901 shares of Common Stock
WITH (see Item 5)
________________________________________
(9) SOLE DISPOSITIVE POWER
0
________________________________________
(10) SHARED DISPOSITIVE POWER
7,867 shares of Preferred Stock
239,901 shares of Common Stock
(see Item 5)
_____________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
822,641 shares of Common Stock (assuming conversion of all
Preferred Stock beneficially owned by RIT Capital Partners plc)
_____________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ( )
_____________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3% of Common Stock (assuming conversion of all Preferred
Stock beneficially owned by RIT Capital Partners plc)
_____________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IV
_____________________________________________________________________
SCHEDULE 13D
CUSIP No. 500440102
_____________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Rothschild Holdings plc
_____________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
_____________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________
(4) SOURCE OF FUNDS*
Not applicable
_____________________________________________________________________
(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 0
SHARES
BENEFICIALLY
OWNED BY ________________________________________
EACH (8) SHARED VOTING POWER
REPORTING 0
PERSON
WITH
________________________________________
(9) SOLE DISPOSITIVE POWER
0
________________________________________
(10) SHARED DISPOSITIVE POWER
0
_____________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
_____________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ( )
_____________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
_____________________________________________________________________
(14) TYPE OF REPORTING PERSON*
HC
_____________________________________________________________________
SCHEDULE 13D
CUSIP No. 500440102
_____________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Rothschild Capital Management Limited
_____________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
_____________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________
(4) SOURCE OF FUNDS*
Not applicable
_____________________________________________________________________
(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 0
SHARES
BENEFICIALLY
OWNED BY ________________________________________
EACH (8) SHARED VOTING POWER
REPORTING 0
PERSON
WITH
________________________________________
(9) SOLE DISPOSITIVE POWER
0
________________________________________
(10) SHARED DISPOSITIVE POWER
0
_____________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
_____________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ( )
_____________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
_____________________________________________________________________
(14) TYPE OF REPORTING PERSON*
CO
_____________________________________________________________________
This statement constitutes Amendment No. 1 to
the Statement on Schedule 13D, dated April 6, 1990 (the
"Schedule 13D"), filed by Tinicum Enterprises, Inc., a
Delaware corporation ("Enterprises"), RUTCO Incorporated,
a Delaware corporation, ("Rutco"), Mr. James H. Kasschau
("Mr. Kasschau"), Mr. Putnam L. Crafts, Jr. ("Mr.
Crafts"), 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") (Enterprises, Rutco, Mr. Kasschau, Mr. Crafts,
RIT, JRH and JRCML are collectively referred to herein as
the "Reporting Persons"), relating to their beneficial
ownership of the common stock, par value $2.50 per share
("Common Stock"), of Kollmorgen Corporation, a New York
corporation (the "Issuer"). Enterprises, Rutco, Mr.
Kasschau, Mr. Crafts and RIT are collectively referred to
herein as the "Purchasers." All terms used herein which
are defined in the Schedule 13D shall have the same
respective meanings herein as therein provided, unless
otherwise defined herein.
The Schedule 13D is hereby amended as follows:
1. Item 3 is amended to add the following
information:
Item 3. Source and Amount of Funds or Other Consideration.
* * *
The aggregate purchase price paid by the
Purchasers for 707,100 shares of Common Stock was
$7,923,742, excluding commissions. Such shares were
purchased on a pro-rata basis in accordance with the
Shareholder Agreement.
By June 19, 1990, the settlement date for the
shares of Common Stock purchased by the Purchasers on
June 12, 1990 (the "Settlement Date"), Enterprises will
have paid $3,396,059, excluding commissions, in cash for
303,058 shares of Common Stock, and Rutco will have paid
$848,841, excluding commissions, in cash for 75,749
shares of Common Stock. Enterprises and Rutco will have
paid for their shares from borrowings under their
respective Revolving Credit Agreements referred to in the
Schedule 13D.
By the Settlement Date, Mr. Kasschau will have
paid $141,676, excluding commissions, for 12,643 shares
of Common Stock from borrowings under his Merrill Lynch
Cash Management Account referred to in the Schedule 13D.
By the Settlement Date, Mr. Crafts will have
paid $848,841, excluding commissions, for 75,749 shares
of Common Stock from his personal funds and RIT will have
paid $2,688,325, excluding commissions, for 239,901
shares of Common Stock from the working capital of RIT.
Mr. Eric M. Ruttenberg ("Mr. Ruttenberg"), a
director of the Issuer, a director and stockholder of
Enterprises and a director of Rutco paid $118 for 10
shares of Common Stock from his personal funds.
2. Each of Item 5(a)-(c) of the Schedule 13D
is amended to add the following information:
Item 5. Interest in Securities of the Issuer.
* * *
(a) As of the close of business on the
date hereof, Enterprises, Rutco, Mr. Kasschau, Mr. Crafts
and RIT have beneficial ownership of 707,100, 707,100,
12,643, 75,749 and 239,901 shares of Common Stock,
respectively, and 23,187.5, 23,187.5, 414.5, 2,484 and
7,867 shares of Preferred Stock, respectively, and
assuming the conversion of all shares of Preferred Stock
into Common Stock, at a conversion price of $13.50 per
share, they have beneficial ownership of 2,424,691,
2,424,691, 43,347, 259,749 and 822,641 shares of Common
Stock, respectively. The Purchasers, as a group,
beneficially own 2,424,691 shares of Common Stock which
represent 19.5% of the outstanding shares of Common Stock
(after giving effect to the conversion), based on
10,726,128 of such shares outstanding as of May 12, 1990
(12,443,719 after giving effect to the conversion),
according to the Issuer's Form 10-Q filed for the quarter
ended March 31, 1990.
Mr. Ruttenberg has beneficial ownership of 10
shares of Common Stock.
(b) Enterprises has sole power to vote
the 9,938 shares of Preferred Stock and the 303,058
shares of Common Stock it owns and, except for certain
limited circumstances described in Items 4 and 6 to the
Schedule 13D, in which each of Mr. Kasschau, Mr. Crafts
and RIT (each, an "Investor") has the power to vote his
or its shares of Preferred Stock and Common Stock, the
10,765.5 shares of Preferred Stock and the 328,293 shares
of Common Stock owned by the Investors. Rutco has the
sole power to vote the 2,484 shares of Preferred Stock
and the 75,749 shares of Common Stock it owns.
By reason of the Transfer restrictions and the
right of first offer granted to the Issuer in the
Purchase Agreement, each described in Item 4 to the
Schedule 13D, the right of first offer granted by the
Investors to Enterprises and Rutco, the right of
Enterprises and Rutco to require the Investors to
participate in certain sales by them and the right of the
Investors to participate in certain sales by Enterprises
and Rutco, each described in Item 6 to the Schedule 13D,
Enterprises has shared power to dispose of 23,187.5
shares of Preferred Stock and 707,100 shares of Common
Stock, Rutco has shared power to dispose of 23,187.5
shares of Preferred Stock and 707,100 shares of Common
Stock, Mr. Kasschau has shared power to dispose of 414.5
shares of Preferred Stock and 12,643 shares of Common
Stock, Mr. Crafts has shared power to dispose of 2,484
shares of Preferred Stock and 75,749 shares of Common
Stock and RIT has shared power to dispose of 7,867 shares
of Preferred Stock and the 239,901 shares of Common
Stock.
JRH may, by virtue of its ownership interest in
RIT, be deemed to own beneficially (as that term is
defined in Rule 13d-3 under the Exchange Act) the shares
of Preferred Stock and Common Stock of which RIT has
beneficial ownership. JRH disclaims, however, any
beneficial interest in the shares of Preferred Stock and
Common Stock owned by RIT.
JRCML may, by virtue of the discretionary
investment management agreement between RIT and JRCML, be
deemed to own beneficially the shares of Preferred Stock
and Common Stock of which RIT has beneficial ownership.
JRCML serves as the investment manager of RIT's portfolio
investments and pursuant to such agreement has the
authority on behalf of RIT to vote and sell RIT's shares
of Preferred Stock or Common Stock, subject to
restrictions on Transfer and the proxy granted to
Enterprises described in Items 4 and 6 to the Schedule
13D. JRCML disclaims, however, any beneficial interest
in the shares of Preferred Stock and Common Stock owned
by RIT.
Mr. Ruttenberg has sole power to vote and
dispose of his 10 shares of Common Stock.
(c) Information with respect to all
transactions in the Common Stock which were effected
during the past sixty days by each of the Reporting
Persons and Mr. Ruttenberg is set forth on Schedule III
annexed hereto and incorporated herein by reference.
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: June 12, 1990
TINICUM ENTERPRISES, INC.
By:/s/ Eric M. Ruttenberg
Eric M. Ruttenberg
Vice President
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: June 12, 1990
RUTCO INCORPORATED
By:/s/ Eric M. Ruttenberg
Eric M. Ruttenberg
Vice President
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.
Dated: June 12, 1990
By:/s/ James H. Kasschau
James H. Kasschau
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.
Dated: June 12, 1990
By:/s/ Putnam L. Crafts, Jr.
Putnam L. Crafts, Jr.
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: June 12, 1990
RIT CAPITAL PARTNERS plc
By: J. Rothschild Administration
Limited, Corporate Secretary
By:/s/ A. Stafford-Deitsch
Name: A. Stafford-Deitsch
Title: 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: June 12, 1990
J. ROTHSCHILD HOLDINGS plc
By:/s/ A. Stafford-Deitsch
Name: A. Stafford-Deitsch
Title: 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: June 12, 1990
J. ROTHSCHILD CAPITAL
MANAGEMENT LIMITED
By:/s/ A. Stafford-Deitsch
Name: A. Stafford-Deitsch
Title: Director
Schedule III to Schedule 13D
Information with respect to transactions in shares
of Common Stock, par value $2.50 per share, of Kollmorgen
Corporation effected during the past sixty days.*
Purchaser Date Shares Average
Purchased Price**
Tinicum Enterprises, 6/4/90 9,986 $ 10.500
Inc.
6/5/90 4,543 10.500
6/6/90 1,972 10.625
6/7/90 986 10.625
6/11/9 986 10.929
0
6/12/9 277,170 11.250
0
6/12/9 7,415 11.212
0
RUTCO Incorporated 6/4/90 2,496 $ 10.500
6/5/90 1,136 10.500
6/6/90 493 10.625
6/7/90 246 10.625
6/11/9 246 10.929
0
6/12/9 69,279 11.250
0
6/12/9 1,853 11.212
0
James H. Kasschau 6/4/90 417 $ 10.500
6/5/90 189 10.500
6/6/90 82 10.625
6/7/90 42 10.625
6/11/9 42 10.929
0
6/12/9 11,560 11.250
0
6/12/9 311 11.212
0
Putnam L. Crafts, Jr. 6/4/90 2,496 $ 10.500
6/5/90 1,136 10.500
6/6/90 493 10.625
6/7/90 246 10.625
6/11/9 246 10.929
0
6/12/9 69,279 11.250
0
6/12/9 1,853 11.212
0
RIT Capital Partners 6/4/90 7,905 $ 10.500
plc
6/5/90 3,596 10.500
6/6/90 1,560 10.625
6/7/90 780 10.625
6/11/9 780 10.929
0
6/12/9 219,412 11.250
0
6/12/9 5,868 11.212
0
Eric M. Ruttenberg 5/11/9 10 $ 11.800
0
* Unless otherwise indicated, all transactions were
effected on the New York Stock Exchange.
** Price excludes commission.
____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
KOLLMORGEN CORPORATION
(Name of Issuer)
COMMON STOCK, par value $2.50 per share
(Including Upon Conversion of Series D Convertible Preferred
Stock, par value $1.00 per share)
(Title of Class of Securities)
500440102
(CUSIP Number)
Tinicum Enterprises, Inc.
990 Stewart Avenue
Garden City, New York 11530
(516) 222-2874
with a copy to:
Stephen Fraidin, P.C.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 820-8000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
June 30, 1990
(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 the
Statement: ( )
SCHEDULE 13D
CUSIP No. 500440102
_____________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tinicum Enterprises, Inc.
13-3506390
_____________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
_____________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________
(4) SOURCE OF FUNDS*
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 9,938 shares of Preferred Stock
SHARES 303,058 shares of Common Stock
BENEFICIALLY (see Item 5)
OWNED BY ________________________________________
EACH (8) SHARED VOTING POWER
REPORTING 10,765.5 shares of Preferred Stock
PERSON 328,293 shares of Common Stock
WITH (see Item 5)
________________________________________
(9) SOLE DISPOSITIVE POWER
0
________________________________________
(10) SHARED DISPOSITIVE POWER
23,187.5 shares of Preferred Stock
707,100 shares of Common Stock
(see Item 5)
_____________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,424,691 shares of Common Stock (assuming conversion of all
Preferred Stock beneficially owned by Tinicum Enterprises, Inc.)
_____________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ( )
_____________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.2% of Common Stock (assuming conversion of all Preferred Stock
beneficially owned by Tinicum Enterprises, Inc.)
_____________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IV
_____________________________________________________________________
SCHEDULE 13D
CUSIP No. 500440102
_____________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RUTCO Incorporated
13-3527510
_____________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
_____________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________
(4) SOURCE OF FUNDS*
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 2,484 shares of Preferred Stock
SHARES 75,749 shares of Common Stock
BENEFICIALLY (see Item 5)
OWNED BY ________________________________________
EACH (8) SHARED VOTING POWER
REPORTING 0
PERSON ________________________________________
WITH (9) SOLE DISPOSITIVE POWER
0
________________________________________
(10) SHARED DISPOSITIVE POWER
23,187.5 shares of Preferred Stock
707,100 shares of Common Stock
(see Item 5)
_____________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,424,691 shares of Common Stock (assuming conversion of all
Preferred Stock beneficially owned by RUTCO Incorporated)
_____________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ( )
_____________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.2% of Common Stock (assuming conversion of all Preferred Stock
beneficially owned by RUTCO Incorporated)
_____________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IV
_____________________________________________________________________
SCHEDULE 13D
CUSIP No. 500440102
_____________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James H. Kasschau
###-##-####
_____________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
_____________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________
(4) SOURCE OF FUNDS*
OO
_____________________________________________________________________
(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 0
SHARES ________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 414.5 shares of Preferred Stock
EACH 12,643 shares of Common Stock
REPORTING (see Item 5)
PERSON ________________________________________
WITH (9) SOLE DISPOSITIVE POWER
0
________________________________________
(10) SHARED DISPOSITIVE POWER
414.5 shares of Preferred Stock
12,643 shares of Common Stock
(see Item 5)
_____________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,347 shares of Common Stock (assuming conversion of all
Preferred Stock beneficially owned by Mr. Kasschau)
_____________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ( )
_____________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.4% of Common Stock (assuming conversion of all Preferred Stock
beneficially owned by Mr. Kasschau)
_____________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IN
_____________________________________________________________________
SCHEDULE 13D
CUSIP No. 500440102
_____________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Putnam L. Crafts, Jr.
###-##-####
_____________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
_____________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________
(4) SOURCE OF FUNDS*
PF
_____________________________________________________________________
(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 0
SHARES ________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 2,484 shares of Preferred Stock
EACH 75,749 shares of Common Stock
REPORTING (see Item 5)
PERSON ________________________________________
WITH (9) SOLE DISPOSITIVE POWER
0
________________________________________
(10) SHARED DISPOSITIVE POWER
2,484 shares of Preferred Stock
75,749 shares of Common Stock
(see Item 5)
_____________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
259,749 shares of Common Stock (assuming conversion of all
Preferred Stock beneficially owned by Mr. Crafts)
_____________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ( )
_____________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% of Common Stock (assuming conversion of all Preferred
Stock beneficially owned by Mr. Crafts)
______________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IN
_____________________________________________________________________
SCHEDULE 13D
CUSIP No. 500440102
_____________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 0
SHARES ________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 7,867 shares of Preferred Stock
EACH 239,901 shares of Common Stock
REPORTING (see Item 5)
PERSON ________________________________________
WITH (9) SOLE DISPOSITIVE POWER
0
________________________________________
(10) SHARED DISPOSITIVE POWER
7,867 shares of Preferred Stock
239,901 shares of Common Stock
(see Item 5)
_____________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
822,641 shares of Common Stock (assuming conversion of all
Preferred Stock beneficially owned by RIT Capital Partners plc)
_____________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ( )
_____________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6% of Common Stock (assuming conversion of all Preferred
Stock beneficially owned by RIT Capital Partners plc)
_____________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IV
_____________________________________________________________________
SCHEDULE 13D
CUSIP No. 500440102
_____________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Rothschild Holdings plc
_____________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
_____________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________
(4) SOURCE OF FUNDS*
Not applicable
_____________________________________________________________________
(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 0
SHARES ________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ________________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 0
WITH ________________________________________
(10) SHARED DISPOSITIVE POWER
0
_____________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
_____________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ( )
_____________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
_____________________________________________________________________
(14) TYPE OF REPORTING PERSON*
HC
_____________________________________________________________________
SCHEDULE 13D
CUSIP No. 500440102
_____________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Rothschild Capital Management Limited
_____________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
_____________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________
(4) SOURCE OF FUNDS*
Not applicable
_____________________________________________________________________
(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 0
SHARES ________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ________________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 0
WITH ________________________________________
(10) SHARED DISPOSITIVE POWER
0
_____________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
_____________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ( )
_____________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
_____________________________________________________________________
(14) TYPE OF REPORTING PERSON*
CO
_____________________________________________________________________
This statement constitutes Amendment No. 2 to
the Statement on Schedule 13D, dated April 6, 1990, as
amended (the "Schedule 13D"), filed by Tinicum
Enterprises, Inc., a Delaware corporation
("Enterprises"), RUTCO Incorporated, a Delaware
corporation ("Rutco"), Mr. James H. Kasschau ("Mr.
Kasschau"), Mr. Putnam L. Crafts, Jr. ("Mr. Crafts"), 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")
(Enterprises, Rutco, Mr. Kasschau, Mr. Crafts, RIT, JRH
and JRCML are collectively referred to herein as the
"Reporting Persons"), relating to their beneficial
ownership of the common stock, par value $2.50 per share
("Common Stock"), of Kollmorgen Corporation, a New York
corporation (the "Issuer"). Enterprises, Rutco, Mr.
Kasschau, Mr. Crafts and RIT are collectively referred to
herein as the "Purchasers." All terms used herein which
are defined in the Schedule 13D shall have the same
respective meanings herein as therein provided, unless
otherwise defined herein.
The Schedule 13D is hereby amended as follows:
1. Item 5(a) of the Schedule 13D is amended
to add the following information:
Item 5. Interest in Securities of the Issuer.
* * *
(a) On July 2, 1990, the Issuer informed
the Reporting Persons that it purchased 424,600 shares of
Common Stock (the "Stock Repurchase") from VC Trading
Corp. ("VCTC") pursuant to a certain settlement
agreement, dated as of June 30, 1990, among the Issuer
and Stephen W. Bershad, Vernitron Acquisition Corp.,
Vernitron Corporation, SWB Associates, L.P., SWB Holding
Corporation and VCTC (collectively, the "Vernitron
Group"). As of the close of business on the July 2,
1990, the Purchasers, as a group, beneficially own
2,424,691 shares of Common Stock which represents 20.2%
of the outstanding shares of Common Stock (after giving
effect to the conversion of all shares of Preferred Stock
into shares of Common Stock, based on 10,726,128 shares
of Common Stock outstanding, according to the Issuer's
Form 10-Q filed for the quarter ended March 31, 1990,
less the 424,600 shares of Common Stock acquired by the
Issuer in the Stock Repurchase).
2. Item 6 of the Schedule 13D is amended to
add the following information:
Item 6. Contracts Arrangements, Understandings, or
Relationships with Respect to Securities
of the Issuer
* * *
Enterprises and Rutco entered into an
agreement, dated as of June 30, 1990, with each of the
members of the Vernitron Group (the "Agreement"). A copy
of the Agreement is filed herewith as Exhibit 12, which
is incorporated herein by this reference.
3. Item 7 of the Schedule 13D is amended to
add the following information.
Item 7. Material to be Filed as Exhibits.
* * *
Exhibit 12. Agreement, dated as of June 30, 1990,
among Tinicum Enterprises, Inc., RUTCO
Incorporated, Stephen W. Bershad,
Vernitron Acquisition Corp., Vernitron
Corporation, SWB Associates, L.P., SWB
Holding Corporation and VC Trading
Corporation.
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: July 3, 1990
TINICUM ENTERPRISES, INC.
By:/s/ Eric M. Ruttenberg
Eric M. Ruttenberg
Vice President
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: July 3, 1990
RUTCO INCORPORATED
By:/s/ Eric M. Ruttenberg
Eric M. Ruttenberg
Vice President
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.
Dated: July 3, 1990
/s/ James H. Kasschau
James H. Kasschau
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.
Dated: July 3, 1990
/s/ Putnam L. Crafts, Jr.
Putnam L. Crafts, Jr.
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: July 3, 1990
RIT CAPITAL PARTNERS plc
By: J. Rothschild Administration
Limited, Corporate Secretary
By:/s/ A. Stafford-Deitsch
Name: A. Stafford-Deitsch
Title: 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: July 3, 1990
J. ROTHSCHILD HOLDINGS plc
By:/s/ A. Stafford-Deitsch
Name: A. Stafford-Deitsch
Title: 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: July 3, 1990
J. ROTHSCHILD CAPITAL
MANAGEMENT LIMITED
By:/s/ A. Stafford-Deitsch
Name: A. Stafford-Deitsch
Title: Director
EXHIBIT INDEX
Location in
Sequential Num-
Exhibit Description bering System
12 Agreement, dated as of June
30, 1990, among Tinicum
Enterprises, Inc., RUTCO
Incorporated, Stephen W.
Bershad, Vernitron
Acquisition Corp., Vernitron
Corporation, SWB Associates,
L.P., SWB Holding
Corporation and VC Trading
Corporation.
____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
KOLLMORGEN CORPORATION
(Name of Issuer)
COMMON STOCK, par value $2.50 per share
(Including Upon Conversation of Series D Convertible Preferred
Stock, par value $1.00 per share)
(Title of Class of Securities)
500440102
(CUSIP Number)
Tinicum Enterprises, Inc.
990 Stewart Avenue
Garden City, New York 11530
(516) 222-2874
with a copy to:
Stephen Fraidin, P.C.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 820-8000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
(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. 500440102
______________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tinicum Enterprises, Inc.
13-3506390
______________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
______________________________________________________________________
(3) SEC USE ONLY
______________________________________________________________________
(4) SOURCE OF FUNDS*
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 9,938 shares of Preferred Stock
SHARES 303,058 shares of Common Stock
BENEFICIALLY (see Item 5)
OWNED BY _______________________________________
EACH (8) SHARED VOTING POWER
REPORTING 10,765.5 shares of Preferred Stock
PERSON 328,293 shares of Common Stock
WITH (see Item 5)
_______________________________________
(9) SOLE DISPOSITIVE POWER
0
_______________________________________
(10) SHARED DISPOSITIVE POWER
23,187.5 shares of Preferred Stock
707,100 shares of Common Stock
(see Item 5)
______________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,424,691 shares of Common Stock (assuming conversion of all
Preferred Stock beneficially owned by Tinicum Enterprises, Inc.)
______________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ( )
______________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.2% of Common Stock (assuming conversion of all Preferred Stock
beneficially owned by Tinicum Enterprises, Inc.)
______________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IV
______________________________________________________________________
SCHEDULE 13D
CUSIP No. 500440102
______________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RUTCO Incorporated
13-3527510
______________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
______________________________________________________________________
(3) SEC USE ONLY
______________________________________________________________________
(4) SOURCE OF FUNDS*
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 2,484 shares of Preferred Stock
SHARES 75,749 shares of Common Stock
BENEFICIALLY (see Item 5)
OWNED BY _______________________________________
EACH (8) SHARED VOTING POWER
REPORTING 0
PERSON _______________________________________
WITH (9) SOLE DISPOSITIVE POWER
0
_______________________________________
(10) SHARED DISPOSITIVE POWER
23,187.5 shares of Preferred Stock
707,100 shares of Common Stock
(see Item 5)
______________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,424,691 shares of Common Stock (assuming conversion of all
Preferred Stock beneficially owned by RUTCO Incorporated)
______________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ( )
______________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.2% of Common Stock (assuming conversion of all Preferred Stock
beneficially owned by RUTCO Incorporated)
______________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IV
______________________________________________________________________
SCHEDULE 13D
CUSIP No. 500440102
______________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James H. Kasschau
###-##-####
______________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
______________________________________________________________________
(3) SEC USE ONLY
______________________________________________________________________
(4) SOURCE OF FUNDS*
OO
______________________________________________________________________
(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 0
SHARES _______________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 414.5 shares of Preferred Stock
EACH 12,643 shares of Common Stock
REPORTING (see Item 5)
PERSON _______________________________________
WITH (9) SOLE DISPOSITIVE POWER
0
_______________________________________
(10) SHARED DISPOSITIVE POWER
414.5 shares of Preferred Stock
12,643 shares of Common Stock
(see Item 5)
______________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,347 shares of Common Stock (assuming conversion of all
Preferred Stock beneficially owned by Mr. Kasschau)
______________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ( )
______________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.4% of Common Stock (assuming conversion of all Preferred Stock
beneficially owned by Mr. Kasschau)
______________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IN
______________________________________________________________________
SCHEDULE 13D
CUSIP No. 500440102
______________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Putnam L. Crafts, Jr.
###-##-####
______________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
______________________________________________________________________
(3) SEC USE ONLY
______________________________________________________________________
(4) SOURCE OF FUNDS*
PF
______________________________________________________________________
(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 0
SHARES _______________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 2,484 shares of Preferred Stock
EACH 75,749 shares of Common Stock
REPORTING (see Item 5)
PERSON _______________________________________
WITH (9) SOLE DISPOSITIVE POWER
0
_______________________________________
(10) SHARED DISPOSITIVE POWER
2,484 shares of Preferred Stock
75,749 shares of Common Stock
(see Item 5)
______________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
259,749 shares of Common Stock (assuming conversion of all
Preferred Stock beneficially owned by Mr. Crafts)
______________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ( )
______________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2% of Common Stock (assuming conversion of all Preferred Stock
beneficially owned by Mr. Crafts)
______________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IN
______________________________________________________________________
SCHEDULE 13D
CUSIP No. 500440102
______________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 0
SHARES ______________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 7,867 shares of Preferred Stock
EACH 239,901 shares of Common Stock
REPORTING (see Item 5)
PERSON ______________________________________
WITH (9) SOLE DISPOSITIVE POWER
0
______________________________________
(10) SHARED DISPOSITIVE POWER
7,867 shares of Preferred Stock
239,901 shares of Common Stock
(see Item 5)
______________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
822,641 shares of Common Stock (assuming conversion of all
Preferred Stock beneficially owned by RIT Capital Partners plc)
______________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ( )
______________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6% of Common Stock (assuming conversion of all Preferred Stock
beneficially owned by RIT Capital Partners plc)
______________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IV
SCHEDULE 13D
CUSIP No. 500440102
______________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Rothschild Holdings plc
______________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
______________________________________________________________________
(3) SEC USE ONLY
______________________________________________________________________
(4) SOURCE OF FUNDS*
Not applicable
______________________________________________________________________
(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 0
SHARES _______________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH _______________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 0
WITH _______________________________________
(10) SHARED DISPOSITIVE POWER
0
______________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
______________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ( )
______________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
______________________________________________________________________
(14) TYPE OF REPORTING PERSON*
HC
______________________________________________________________________
SCHEDULE 13D
CUSIP No. 500440102
______________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Rothschild Capital Management Limited
______________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
______________________________________________________________________
(3) SEC USE ONLY
______________________________________________________________________
(4) SOURCE OF FUNDS*
Not applicable
______________________________________________________________________
(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 0
SHARES ______________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ______________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 0
WITH ______________________________________
(10) SHARED DISPOSITIVE POWER
0
______________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
______________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ( )
______________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
______________________________________________________________________
(14) TYPE OF REPORTING PERSON*
CO
______________________________________________________________________
SCHEDULE 13D
CUSIP No. 500440102
______________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
St. James's Place Capital plc
______________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
______________________________________________________________________
(3) SEC USE ONLY
______________________________________________________________________
(4) SOURCE OF FUNDS*
Not applicable
______________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) ( )
Not applicable
______________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
______________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF 0
SHARES _______________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH _______________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 0
WITH ______________________________________
(10) SHARED DISPOSITIVE POWER
0
______________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
______________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ( )
______________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
______________________________________________________________________
(14) TYPE OF REPORTING PERSON*
HC
______________________________________________________________________
SCHEDULE 13D -- AMENDMENT NO. 3
This statement constitutes Amendment No. 3 to
the Statement on Schedule 13D, dated April 6, 1990, as
amended (the "Schedule 13D"), filed by Tinicum
Enterprises, Inc., a Delaware corporation
("Enterprises"), RUTCO Incorporated, a Delaware
corporation ("Rutco"), Mr. James H. Kasschau ("Mr.
Kasschau"), Mr. Putnam L. Crafts, Jr. ("Mr. Crafts"), 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"), relating
to their beneficial ownership of the common stock, par
value $2.50 per share ("Common Stock"), of Kollmorgen
Corporation, a New York corporation (the "Issuer"). This
Amendment No. 3 is being filed by Enterprises, Rutco, Mr.
Kasschau, Mr. Crafts, RIT, JRH, JRCML and St. James's
Place Capital plc, a United Kingdom corporation ("SJPC,"
and collectively with each of the foregoing persons or
entities, the "Reporting Persons"). Enterprises, Rutco,
Mr. Kasschau, Mr. Crafts and RIT are collectively
referred to herein as the "Purchasers." All terms used
which are defined in the Schedule 13D shall have the same
respective meanings herein as therein provided, unless
otherwise defined herein.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended
and supplemented by adding the following thereto:
"As a result of a reconstruction of JRH,
pursuant to the laws of the United Kingdom, JRH
became a wholly-owned subsidiary of SJPC. The
business address and address of the principal
office of SJPC is 15 St. James's Place, London
SW1A 1NW, England, United Kingdom.
Schedule I hereto sets forth all the directors
and executive officers of RIT, JRH, JRCML and
SJPC and the business or residence address,
principal occupation or employment and
citizenship of each such person."
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended
and supplemented by adding the following thereto:
"SJPC owns 100% of JRH. Five members of SJPC's
Board of Directors are members of JRH's seven
member Board of Directors. Three members of
SJPC's Board of Directors are members of RIT's
seven member Board of Directors. SJPC may, by
virtue of its ownership of JRH, be deemed to
own beneficially (as that term is defined in
Rule 13d-3 under the Act) the shares of
Preferred Stock and Common Stock of which RIT
has beneficial ownership. SJPC disclaims,
however, any beneficial interest in the shares
of Preferred Stock and Common Stock owned by
RIT.
The Reporting Persons own in the aggregate
23,187.5 shares of Preferred Stock, which
constitutes 100% of the outstanding shares of
Preferred Stock, and 707,100 shares of Common
Stock. Each share of Preferred Stock is
convertible, at any time, into 74.074 shares of
Common Stock (representing a conversion price
of $13.50 per share), subject to certain
antidilution provisions. The 23,187.5 shares
of Preferred Stock that the Reporting Persons
own could be converted into 1,717,591 shares of
Common Stock. As of the close of business on
November 7, 1990, the Reporting Persons, as a
group, beneficially own 2,424,691 shares of
Common Stock, representing 20.2% of the
outstanding shares of Common Stock (after
giving effect to the conversion of all shares
of Preferred Stock into shares of Common Stock,
and based upon 10,316,547 shares of Common
Stock outstanding on August 10, 1990, according
to the Issuer's Form 10-Q for the quarter ended
June 30, 1990)."
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: November 7, 1990
TINICUM ENTERPRISES, INC.
By:/s/ Eric M. Ruttenberg
Eric M. Ruttenberg
Vice President
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: November 7, 1990
RUTCO INCORPORATED
By:/s/ Eric M. Ruttenberg
Eric M. Ruttenberg
Vice President
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.
Dated: November 7, 1990
By:/s/ James H. Kasschau
James H. Kasschau
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.
Dated: November 7, 1990
By:/s/ Putnam L. Crafts, Jr.
Putnam L. Crafts, Jr.
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: November 7, 1990
RIT CAPITAL PARTNERS plc
By: J. Rothschild Administration
Limited, Corporate Secretary
By:/s/ Brian D. Mitchell
Name: Brian D. Mitchell
Title: 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: November 7, 1990
J. ROTHSCHILD HOLDINGS plc
By:/s/ JWP Johnston
Name: JWP Johnston
Title: Secretary
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: November 7, 1990
J. ROTHSCHILD CAPITAL
MANAGEMENT LIMITED
By:/s/ Brian D. Mitchell
Name: Brian D. Mitchell
Title: 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: November 7, 1990
ST. JAMES'S PLACE CAPITAL plc
By:/s/ JWP Johnston
Name: JWP Johnston
Title: Secretary
SCHEDULE I
A. 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 address and principal business of
St. James's Place Capital plc are not repeated in this
table.
Directors
Business or Principal
Name Residence Occupation Citizensh
Address or Employment ip
Lord Rothschild 15 St. James's Chairman, British
(Chairman) Place St. James's Place
London SW1A 1NW Capital plc
England
Charles Howard Swan House, Director, British
Bailey Madeira Stanhope
Walk, Windsor Administration
Berkshire SL4 Limited, Swan
1EU House, Madeira
England Walk, Windsor,
Berkshire SL4 IEU
(accounting and
administrative
services);
Director, General
Oriental
Investments
Limited, P.O. Box
309, Grand
Cayman, Cayman
Islands, British
West Indies
(investment
company)
Anthony Herbert Rockridge Director, South
Bloom Consolidated Rockridge African
Limited, 4th Consolidated
Floor, Audrey Limited, 4th
House, Ely Floor, Audrey
Place, London House, Ely Place,
EC1N 6SN England London EC1N 6SN,
England
(financial
services); Joint
Executive Deputy
Chairman,
Sketchley plc,
249 Silbury
Boulevard, Witan
Gate West,
Central Milton
Keynes MK9 1NA,
England (dry
cleaning and
vending
operations)
Hon. Clive 15 St. James's Director, St. British
Patrick Gibson Place James's Place
London SW1A 1NW Capital plc
England
Baron Philippe Boulevard General Manager, Belgian
Lambert Jacques-Dalcroze Banque Bruxelles
5, CH-1211 Lambert (Suisse)
Geneva 3, SA, Boulevard
Switzerland Jacques-Dalcroze
5, CH-1211 Geneva
3, Switzerland
(international
bank)
Jean Pigozzi Chemin de Mornex Private Investor, Italian
7 Chemin de Mornex
1003 Lausanne 7
Switzerland 1003 Lausanne
Switzerland
(investments
worldwide)
Andrew Stafford- 15 St. James's Director, U.S.A.
Deitsch Place St. James's Place
London SW1A 1NW Capital plc
England
Executive Officer
John Walford 15 St. James's Company British
Philip Johnston Place Secretary, St.
London SW1A 1NW James's Place
England Capital plc/
Compliance
Officer, J.
Rothschild
Holdings group
B. Directors and Executive Officers of J. Rothschild
Holdings plc ("JRH")
The name, business or residence address,
principal occupation or employment and citizenship of
each of the directors and executive officers of JRH, and
the name, address and principal business of any
organization in which such employment is conducted are
set forth below. The address and principal business of
St. James's Place Capital plc are not repeated in this
table.
Directors
Business or Principal
Name Residence Occupation
Address or Employment Citizenship
Lord Rothschild 15 St. James's Chairman, British
Place St. James's Place
London SW1A 1NW Capital plc
England
John David 15 St. James's Group Financial British
Cracknell Place Controller, St.
London SW1A 1NW James's Place
England Capital plc
Hon. Clive 15 St. James's Director, St. British
Patrick Gibson Place James's Place
London SW1A 1NW Capital plc
England
John Walford 15 St. James's Company British
Philip Johnston Place Secretary, St.
London SW1A 1NW James's Place
England Capital plc/
Compliance
Officer, J.
Rothschild
Holdings group
Spencer Nicholas 15 St. James's Investment British
Roditi Place Director, St.
London SW1A 1NW James's Place
England Capital plc
Andrew Stafford- 15 St. James's Director, St. U.S.A.
Deitsch Place James's Place
London SW1A 1NW Capital plc
England
Nils Otto Taube 15 St. James's Chairman and British
Place Chief Executive,
London SW1A 1NW J. Rothschild
England Investment
Management Ltd.,
15 St. James's
Place, London,
SW1A 1NW, England
(investment
management)
Executive Officer
John Walford 15 St. James's Company British
Philip Johnston Place Secretary, St.
London SW1A 1NW James's Place
England Capital
plc/Compliance
Officer, J.
Rothschild
Holdings group
C. 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 address and principal business of
SJPC are not repeated in this table.
Directors
Business or Principal
Name Residence Occupation
Address or Employment Citizenship
Lord Rothschild 15 St. James's Chairman, British
Place St. James's Place
London SW1A 1NW Capital plc
England
The Viscount 149 Newlands Chairman, British
Weir Road The Weir Group
Cathcart, plc
Glasgow 140 Newlands
G44 4EX, Road,
Scotland Cathcart,
Glasgow,
G44 4EX, Scotland
(engineers)
Nathaniel de 135 East 57th President, French
Rothschild Street Nathaniel de
New York, NY Rothschild
10022 Holdings Ltd.;
USA 135 East 57th
Street,
New York, NY
10022,
U.S.A.
Hon. Clive 15 St. James's Director, St. British
Patrick Gibson Place London James's Place
SW1A 1NW Capital plc
England
Allard Jiskoot 6B Emmalaan Chairman of the Dutch
3743 DK Baarn Securities Board
Netherlands of the
Netherlands
Lord Rees-Mogg 17 Pall Mall Chairman, British
London SW1Y 5NB Pickering &
England Chatto Ltd., 17
Pall Mall,
London, SW1Y 5NB,
England
(antiquarian
booksellers)
Spencer Nicholas 15 St. James's Investment British
Roditi Place Director,
London SW1A 1NW St. James's Place
England Capital plc
Andrew Stafford- 15 St. James's Director, U.S.A.
Deitsch Place St. James's Place
London SW1A 1NW Capital plc
England
Nils Otto Taube 15 St. James's Chairman and British
Place Chief Executive,
London SW1A 1NW J. Rothschild
England Investment
Management Ltd.,
15 St. James's
Place, London,
SW1A 1NW, England
(investment
management)
Executive Officer
John Walford 15 St. James's Company British
Philip Johnston Place Secretary, St.
London SW1A 1NW James's Place
England Capital
plc/Compliance
Officer, J.
Rothschild
Holdings group
D. 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 address and principal business of
St. James's Place Capital plc are not repeated in this
table.
Directors
Business or Principal
Name Residence Occupation
Address or Employment Citizenship
Lord Rothschild 15 St. James's Chairman, British
(Chairman) Place St. James's Place
London SW1A 1NW Capital plc
England
Hon. Clive 15 St. James's Director, British
Patrick Gibson Place St. James's Place
London SW1A 1NW Capital plc
England
Andrew Stafford- 15 St. James's Director, U.S.A.
Deitsch Place St. James's Place
London SW1A 1NW Capital plc
England
John Walford 15 St. James's Company British
Philip Johnston Place Secretary, St.
London SW1A 1NW James's Place
England Capital
plc/Compliance
Officer, J.
Rothschild
Holdings Group
Duncan William 15 St. James's Corporate Finance British
Allan Budge Place Executive, St.
London SW1A 1NW James's Place
England Capital plc
John David 15 St. James's Group Financial British
Cracknell Place Controller, St.
London SW1A 1NW James's Place
England Capital plc
