SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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
February 15, 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: ( )
This Statement constitutes Amendment No. 6 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. 6 is being filed by
Tinicum Investors, a Delaware general partnership ("TI"),
Mr. Kasschau, 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 5. INTERESTS IN SECURITIES OF THE ISSUER.
Item 5(a) is hereby amended and supplemented by
adding the following:
The Purchasers have determined not to convert
their outstanding shares of Preferred Stock prior to the
Issuer's redemption thereof. Accordingly, it is expected
that on February 19, 1996 all outstanding shares of
Preferred Stock will be redeemed at a redemption price of
$1,100 per share in cash plus an amount per share equal to
all accrued and unpaid dividends thereon, whether or not
earned or declared, to the date of redemption.
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: February 15, 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: February 15, 1996
By: /s/ James H. Kasschau
James H. Kasschau
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: February 15, 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: February 15, 1996
RIT CAPITAL PARTNERS plc
By: /s/ Paul R. Griffiths
Paul R. Griffiths
Authorized Signatory
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: February 15, 1996
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: February 15, 1996
ST. JAMES'S PLACE CAPITAL plc
By: /s/ S. R. Sanders
S. R. Sanders
Company Secretary
