SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
Kollmorgen Corporation
____________________________________________________________
(Name of Issuer)
Common Stock, Par Value $2.50 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
May 10, 1996
____________________________________________________________
(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 PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
TINICUM INVESTORS 13-3800339
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
WC, BK
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF 378,807 COMMON (SEE ITEM 5)
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 315,650 COMMON (SEE ITEM 5)
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 0
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
694,457 COMMON (SEE ITEM 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
694,457 COMMON (SEE ITEM 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.1% OF COMMON (SEE ITEM 5)
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
PN
_________________________________________________________________
This Statement constitutes Amendment No. 8 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"), and J. Rothschild
Capital Management Limited, a United Kingdom corporation
("JRCML"), 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. 8 is being filed by
Tinicum Investors, a Delaware general partnership ("TI"),
Mr. Crafts, RIT, JRCML and St James's Place Capital plc, a
United Kingdom corporation ("SJPC").
Unless otherwise defined herein, capitalized terms
used herein shall have the meanings ascribed to them in the
Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2(c) is hereby amended and supplemented by
adding the following:
As previously reported in Amendment No. 5 to the
Schedule 13D, Mr. Kasschau is no longer an officer or
director of Tinicum, Enterprises, RUTCO, Associates or
Foreign. Accordingly, all references in the Schedule 13D to
"Reporting Persons" shall no longer include Mr. Kasschau.
Each of the Reporting Persons disclaims beneficial ownership
of any shares of Common Stock owned by Mr. Kasschau and
disclaims membership in any "group" with Mr. Kasschau with
respect to the Common Stock for purposes of Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or for any other purpose under any
other provision of the Exchange Act or the rules and
regulations promulgated thereunder.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and supplemented by
adding the following:
The Reporting Persons hold the Common Stock for
investment purposes. The Reporting Persons intend to review
their investment in the Issuer on a continuing basis and,
subject to the provisions of the Shareholder Agreement
(filed as Exhibit 9 to the Schedule 13D), reserve the right
to sell all or a portion of their holdings in the open
market or in privately negotiated transactions or otherwise,
to maintain their holdings at current levels, or to acquire
additional shares of Common Stock in the open market or in
privately negotiated transactions or otherwise. Any such
actions will depend upon, among other things, the ability to
sell shares of Common Stock, or the availability of shares
of Common Stock for purchase, at satisfactory price levels;
the continuing evaluation of the Issuer's business,
financial condition, operations and prospects; general
market, economic and other conditions; the relative
attractiveness of alternative business and investment
opportunities; and other future developments.
By reason of the fact that the Reporting Persons
and their affiliates do not beneficially own at least ten
percent of the Total Voting Power, as defined in the
Purchase Agreement (filed as Exhibit 2 to the Schedule 13D),
Mr. Eric M. Ruttenberg ("Mr. Ruttenberg") did not stand for
re-election to the Issuer's board of directors and,
accordingly, ceased to be a director of the Issuer as of May
8, 1996, the date of the Annual Meeting of Shareholders.
Except as set forth above, the Reporting Persons
have no present plans or intentions which would result in or
relate to any of the transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
Items 5(a)-(c) are hereby amended and supplemented
by adding the following:
(a) As of the close of business on the date
hereof, TI, Mr. Crafts and RIT have beneficial ownership of
694,457, 75,749 and 239,901 shares of Common Stock,
respectively. Such Reporting Persons, as a group,
beneficially own 694,457 shares of Common Stock, which
represent 7.1% of the outstanding shares of Common Stock,
based on the 9,723,466 shares of Common Stock reported in
the Issuer's Proxy Statement, dated April 5, 1996, as
outstanding on March 21, 1996.
To the best of the Reporting Persons' knowledge
and belief, except for Mr. Ruttenberg who, as of March 29,
1996, beneficially owned 8,322 shares of Common Stock
(including 4,000 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 to the Schedule 13D, as
amended, beneficially owns any shares of Common Stock.
(b) TI has the sole power to vote the 378,807
shares of Common Stock it owns and, except for certain
limited circumstances in which each of Mr. Crafts and RIT
has the power to vote such Reporting Persons' shares of
Common Stock (see Items 4 and 6 of the Schedule 13D, as
amended), the 315,650 shares of Common Stock owned by Mr.
Crafts and RIT.
By reason of the right of first offer granted by
Mr. Crafts and RIT to TI (as transferee of Enterprises and
RUTCO) (see Item 6 of the Schedule 13D, as amended), the
right of TI to require Mr. Crafts and RIT to participate in
certain sales of shares of Common Stock by it and the right
of Mr. Crafts and RIT to participate in certain sales by TI
(see Item 6 of the Schedule 13D, as amended), TI has shared
power to dispose of 694,457 shares of Common Stock, Mr.
Crafts has shared power to dispose of 75,749 shares of
Common Stock and RIT has shared power to dispose of 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 Common Stock owned by RIT. SJPC, as the
holding company of JRCML, may also be deemed to beneficially
own the shares of Common Stock owned by RIT. JRCML and SJPC
disclaim beneficial ownership of the shares of Common Stock
owned by RIT.
(c) On March 29, 1996, Mr. Ruttenberg received,
directly from the Issuer, 258 shares of Common Stock in lieu
of cash compensation payable to him as a non-employee
director of the Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
Item 6 is hereby amended and supplemented by
adding the following:
TI (as transferee of Enterprises and RUTCO), Mr.
Kasschau, Mr. Crafts and RIT entered into an Amendment to
the Shareholder and Proxy Agreement, dated as of May 10,
1996 (the "Shareholder Agreement Amendment"). Pursuant to
the Shareholder Agreement Amendment, Mr. Kasschau is no
longer a party to all Sections of the Shareholder Agreement,
other than Sections 16 and 17, and Sections 10-15 and 18-22
to the extent applicable to Sections 16 and 17
(collectively, the "Continuing Sections"), of the
Shareholder Agreement. Except for the Continuing Sections,
the Shareholder Agreement no longer applies to Mr. Kasschau
and Mr. Kasschau has no obligations or rights thereunder. A
copy of the Shareholder Agreement Amendment is attached
hereto as Exhibit 15 and incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended and supplemented by
adding the following exhibits:
Exhibit 14: Second Amended and Restated Joint
Filing Agreement, dated as of May 10, 1996, by and among the
Reporting Persons.
Exhibit 15: Amendment to Shareholder and Proxy
Agreement, dated as of May 10, 1996, by and among TI, Mr.
Kasschau, RIT and Mr. Crafts.
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 10, 1996
TINICUM INVESTORS
By:/s/ Eric M. Ruttenberg
Eric M. Ruttenberg
Managing Partner
SIGNATURE
After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: May 10, 1996
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: May 10, 1996
RIT CAPITAL PARTNERS plc
By:/s/ D. W. A. Budge
D. W. A. Budge
Director
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: May 10, 1996
J. ROTHSCHILD CAPITAL MANAGEMENT LIMITED
By:/s/ S. R. Sanders
S. R. Sanders
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 10, 1996
ST. JAMES'S PLACE CAPITAL plc
By:/s/ David N. Wood
David N. Wood
Deputy Company Secretary
EXHIBIT INDEX
Exhibit 14: Second Amended and Restated Joint
Filing Agreement, dated as of May 10, 1996, by and among the
Reporting Persons.
Exhibit 15: Amendment to Shareholder and Proxy
Agreement, dated as of May 10, 1996, by and among TI, Mr.
Kasschau, RIT and Mr. Crafts.
SECOND 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 10th day of May, 1996.
TINICUM INVESTORS
By: /s/ Eric M. Ruttenberg
Eric M. Ruttenberg
Managing Partner
RIT CAPITAL PARTNERS plc
By: /s/ D. W. A. Budge
D. W. A. Budge
Director
By: /s/ Putnam L. Crafts, Jr.
Putnam L. Crafts, Jr.
J. ROTHSCHILD CAPITAL MANAGEMENT LIMITED
By: /s/ S. R. Sanders
S. R. Sanders
Director
ST. JAMES'S PLACE CAPITAL plc
By: /s/ David N. Wood
David N. Wood
Deputy Company Secretary
AMENDMENT TO SHAREHOLDER AND PROXY AGREEMENT
AMENDMENT, dated as of May 10, 1996, among Tinicum
Investors, a Delaware general partnership (as transferee of
Tinicum Enterprises, Inc., a Delaware corporation, and Rutco
Incorporated, a Delaware corporation), RIT Capital Partners
plc, a United Kingdom corporation, James H. Kasschau
("Kasschau") and Putnam L. Crafts, Jr. (collectively, the
"Parties").
WHEREAS, the Parties have previously entered into a
Shareholder and Proxy Agreement, dated March 27, 1990 (the
"Shareholder and Proxy Agreement"); and
WHEREAS, the Parties desire to amend the Shareholder
and Proxy Agreement, pursuant to Section 10 thereof, so that
upon execution of this Amendment Kasschau shall no longer be
subject to certain provisions of the Shareholder and Proxy
Agreement;
NOW, THEREFORE, in consideration of the foregoing and
for other good and valuable consideration, the receipt of
which is hereby acknowledged, the Parties hereby agree as
follows:
1. Effective upon execution of this Amendment,
Kasschau shall cease to be a party to all Sections of the
Shareholder and Proxy Agreement, other than Sections 16 and
17, and Sections 10-15 and 18-22 to the extent applicable to
Sections 16 and 17 (collectively, the "Continuing
Sections"), of the Shareholder and Proxy Agreement. Except
for the Continuing Sections, the Shareholder and Proxy
Agreement shall no longer have any applicability to Kasschau
and Kasschau shall have no obligations or rights thereunder.
2. Except as expressly amended by this Amendment, the
Shareholder and Proxy Agreement shall remain in full force
and effect according to its terms.
3. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original but
all of which shall constitute one and the same agreement.
4. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York without
giving effect to the principles of conflict of law thereof.
IN WITNESS WHEREFORE, the Parties have caused this
Amendment to be duly executed as of the day and year first
above written.
TINICUM INVESTORS
990 Stewart Avenue
Garden City, NY 11530
By: /s/ Eric M. Ruttenberg
Eric M. Ruttenberg
Managing Partner
RIT CAPITAL PARTNERS PLC
27 St. James's Place
London SW1A 1NR
England
By: /s/ D. W. A. Budge
D. W. A. Budge
Director
JAMES H. KASSCHAU
990 Stewart Avenue
Garden City, NY 11530
/s/ James H. Kasschau
PUTNAM L. CRAFTS, JR.
130 Stevens Lane
Far Hills, NJ 07931
/s/ Putnam L. Crafts, Jr.
