SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
RCM TECHNOLOGIES, INC.
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(Name of Issuer)
COMMON SHARES
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(Title of Class of Securities)
749360103
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(CUSIP Number)
Morrison Cohen Singer & Weinstein, LLP
750 Lexington Avenue
New York, New York 10022
Attn: Salomon R. Sassoon Esq.
Telephone (212) 735-8600
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
February 2, 1996
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(Date of Event which Requires Filing 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 space ___.
Check the following space if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
(Continued on following page(s))
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<PAGE>
CUSIP
No. 749360103 13D
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Peter M. Kuhlmann
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2 Check the Appropriate Box if a Member of a Group*
(a) / /
(b) / /
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3 SEC Use Only
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4 Source of Funds*
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5 Check Box if Disclosure of Legal Proceedings is Required / /
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6 Citizenship or Place of Organization
United States citizen
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Number of 7 Sole Voting Power
Shares 13,000
Beneficially -------------------------------------------------------
Owned By 8 Shared Voting Power
Each 1,383,125
Reporting -------------------------------------------------------
Person 9 Sole Dispositive Power
With 13,000
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10 Shared Dispositive Power
1,383,125
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11 Aggregate Amount Beneficially Owned By Each Reporting
Person
1,396,125
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12 Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares* / /
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13 Percent of Class Represented by Amount in Row (11)
8.0%
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14 Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
CUSIP
No. 749360103 13D
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Limeport Investments, L.L.C.
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2 Check the Appropriate Box if a Member of a Group*
(a) / /
(b) / /
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3 SEC Use Only
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4 Source of Funds*
WC
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5 Check Box if Disclosure of Legal Proceedings is Required / /
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6 Citizenship or Place of Organization
Delaware
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Number of 7 Sole Voting Power
Shares 1,383,125
Beneficially -------------------------------------------------------
Owned By 8 Shared Voting Power
Each -----
Reporting -------------------------------------------------------
Person 9 Sole Dispositive Power
With 1,383,125
-------------------------------------------------------
10 Shared Dispositive Power
-----
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11 Aggregate Amount Beneficially Owned By Each Reporting
Person
1,383,125
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12 Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares* / /
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13 Percent of Class Represented by Amount in Row (11)
8.0%
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14 Type of Reporting Person*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
CUSIP
No. 749360103 13D
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
P.M. Capital, Inc.
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2 Check the Appropriate Box if a Member of a Group*
(a) / /
(b) / /
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3 SEC Use Only
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4 Source of Funds*
WC
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5 Check Box if Disclosure of Legal Proceedings is Required / /
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6 Citizenship or Place of Organization
Ontario
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Number of 7 Sole Voting Power
Shares ------
Beneficially -------------------------------------------------------
Owned By 8 Shared Voting Power
Each 1,383,125
Reporting -------------------------------------------------------
Person 9 Sole Dispositive Power
With ------
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10 Shared Dispositive Power
1,383,125
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11 Aggregate Amount Beneficially Owned By Each Reporting
Person
1,383,125
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12 Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares* / /
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13 Percent of Class Represented by Amount in Row (11)
8.0%
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14 Type of Reporting Person*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
CUSIP
No. 749360103 13D
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Peter Munk
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2 Check the Appropriate Box if a Member of a Group*
(a) / /
(b) / /
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3 SEC Use Only
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4 Source of Funds*
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5 Check Box if Disclosure of Legal Proceedings is Required / /
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6 Citizenship or Place of Organization
Canadian
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Number of 7 Sole Voting Power
Shares -------
Beneficially -------------------------------------------------------
Owned By 8 Shared Voting Power
Each 1,383,125
Reporting -------------------------------------------------------
Person 9 Sole Dispositive Power
With -------
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10 Shared Dispositive Power
1,383,125
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11 Aggregate Amount Beneficially Owned By Each Reporting
Person
1,383,125
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12 Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares* / /
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13 Percent of Class Represented by Amount in Row (11)
8.0%
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14 Type of Reporting Person*
IN
======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
This statement constitutes the first amendment to the statement on
Schedule 13D filed by Peter M. Kuhlmann ("Kuhlmann") with the Securities
and Exchange Commission on January 22, 1996 (the "Schedule 13D") in
connection with his ownership of shares of common stock, par value $0.5 per
share (the "Common Stock"), of RCM Technologies, Inc. (the "Company").
This statement is being filed to report that (i) on February 2, 1996,
Kuhlmann assigned the Agreement (and the right to acquire 1,383,125 shares
of Common Stock pursuant thereto as of February 2, 1996) to Limeport
Investments, L.L.C. ("Limeport"), a Delaware limited liability company of
which Kuhlmann is a member, and (ii) on February 5, 1996, Limeport
purchased 1,383,125 shares of Common Stock from the Company pursuant to the
Agreement. Unless otherwise indicated, all terms referred to herein shall
have the same meaning as set forth in the Schedule 13D.
ITEM 2. Identity and Background
-----------------------
Limeport is a Delaware limited liability company whose sole
purpose is to acquire, hold and dispose of Common Stock. Limeport's only
address is a mailing address c/o Peter M. Kuhlmann, Acquest International
L.P., 1211 Avenue of the Americas, New York, New York 10036.
(d) Limeport has not during the last five years been convicted in
any criminal proceeding (excluding traffic violations or similar
misdemeanors, if any).
(e) Limeport, within the last five years, has not been a party to
any civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which Limeport 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 violations with respect to such laws.
The only members of Limeport are Kuhlmann and P.M. Capital, Inc.
("PM"). PM is an Ontario corporation which is engaged in the business of
making investments. The address of PM's principal business and principal
office is BCE Place, 181 Bay Street (Suite 3900), Toronto, Ontario, Canada
M5J 2T3.
(d) PM has not during the last five years been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors,
if any).
(e) PM, within the last five years, has not been a party to any
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which PM was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
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<PAGE>
mandating activities subject to, federal or state securities laws or
finding any violations with respect to such laws.
Peter Munk ("Munk") is the sole director, sole shareholder and
President of PM.
(b) The business address of Munk is BCE Place, 181 Bay Street
(Suite 3900), Toronto, Ontario, Canada M5J 2T3.
(c) The present principal occupation of Munk is Chief Executive
Officer of Barrick Gold Corporation, a corporation whose principal business
is gold mining. Barrick Gold Corporation has its principal office at Royal
Bank Plaza, South Tower, Suite 2700, Toronto, Ontario, Canada M5J 2T3.
(d) Munk has not during the last five years been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors,
if any).
(e) Munk, within the last five years, has not been a party to any
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which Munk 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 violations with respect to such laws.
(f) Munk is a Canadian citizen.
ITEM 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Limeport has purchased 1,383,125 shares of Common Stock from the
Company for a total consideration of $1,000,000.00. Limeport acquired such
shares of Common Stock using its working capital.
ITEM 4. Purpose of Transaction.
----------------------
Limeport has acquired the 1,383,125 shares of Common Stock that
it owns for investment purposes. Limeport may seek to sell such shares of
Common Stock in the open market or in privately negotiated transactions.
Limeport, Kuhlmann, PM and Munk may each purchase additional shares of
Common Stock (subject to availability of shares at prices deemed favorable
by it and the availability of financing) from time to time in the open
market or in privately negotiated transactions (although there is no
assurance that any of them will do so).
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<PAGE>
Except as set forth above, none of Limeport, Kuhlmann, PM or Munk
has any present plans or intentions which would result in or relate to any
of the transactions described in subparagraphs (a) through (g) of Item 4 of
Schedule 13D.
ITEM 5. Interest in Securities of Issuer.
--------------------------------
(a)(i) As of February 9, 1996, Kuhlmann owned 13,000 shares of
Common Stock, as to which he has sole voting and dispositive power, and had
shared voting and dispositive power with respect to an additional 1,383,125
shares of Common Stock by virtue of being a member of Limeport, the record
owner of such shares, for a total of 1,396,125 shares. 1,396,125 shares
constitute approximately 8.0% of the Common Stock (based on 15,961,118
shares of Common Stock outstanding, as reported by the Company on its Form
10-K for the period ended October 31, 1995, plus 1,383,125 shares of Common
Stock issued by the Company to Limeport on February 5, 1996 pursuant to the
Agreement).
(ii) As of February 9, 1996, Limeport owned 1,383,125
shares of Common Stock as to which it has sole voting and dispositive
power. 1,383,125 shares constitute approximately 8.0% of the Common Stock.
(iii) As of February 9, 1996, PM had shared voting and
dispositive power with respect to 1,383,125 shares of Common Stock by
virtue of being a member of Limeport, the record owner of such shares.
1,383,125 shares constitute approximately 8.0% of the Common Stock.
(iv) As of February 9, 1996, Munk had shared voting and
dispositive power with respect to 1,383,125 shares of Common Stock by
virtue of being the sole director and sole stockholder of PM, which is a
member of Limeport, the record owner of such shares. 1,383,125 shares
constitute approximately 8.0% of the Common Stock.
(b) The responses of each of Kuhlmann, Limeport, PM and Munk to
Items (7) through (11) of the portions of the cover page of this statement
which relate to shares of Common Stock beneficially owned are incorporated
herein by reference.
(c)(i) On February 2, 1996, Kuhlmann assigned the Agreement (and
the right to acquire 1,383,125 shares of Common Stock pursuant thereto as
of February 2, 1996) to Limeport and Limeport assumed all of Kuhlmann's
obligations thereunder.
(ii) On February 5, 1996, Limeport purchased 1,383,125
shares of Common Stock from the Company, pursuant to the Agreement, for an
aggregate purchase price of $1,000,000.
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<PAGE>
ITEM 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
------------------------------------------------------
Kuhlmann and PM are the only members of Limeport and are parties
to the Limited Liability Company Agreement of Limeport, dated as of
February 2, 1996 (the "Limeport Agreement"). The Limeport Agreement
provides, among other things, that (i) Kuhlmann and PM will jointly decide
the voting of the shares of Common Stock owned by Limeport, (ii) until the
earlier of Kuhlmann's death or February 5, 1998, Kuhlmann has the right,
after consultation with PM, to cause Limeport to sell, from time to time,
the shares of Common Stock owned by Limeport, provided that Kuhlmann must
first obtain PM's consent to any such sale unless such sale results in a
compounded annual return in excess of 25% on the funds invested in such
shares, (iii) after the earlier of Kuhlmann's death or February 5, 1998, PM
has the right, after consultation with Kuhlmann or his estate, as the case
may be, to cause Limeport to sell, from time to time, the shares of Common
Stock owned by Limeport, and (iv) proceeds from the sale of the shares of
Common Stock owned by Limeport will be distributed first to return the
investment made by Kuhlmann and PM in Limeport, second to provide a 10% per
annum return on such investment made by each of them, and then 50% of the
balance to each of Kuhlmann and PM.
Each of Kuhlmann and PM has agreed to pay Diane Gilmour a
finder's fee if Limeport's eventual sales of shares of Common Stock owned
by it results in a compounded annual return in excess of 50% on the funds
invested in such shares. Such fee will be equal to 10% of the
distributions Kuhlmann or PM, as the case may be, receives from Limeport
from Limeport's investment in shares of Common Stock, after he or it has
received a return of his or its investment and a 10% return thereon.
ITEM 7. Material to be Filed as Exhibits.
--------------------------------
The following is filed herewith as exhibits to the Schedule 13D
to which this Amendment No. 1 relates:
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<PAGE>
Consecutively
Numbered Page
-------------
2. Finder's Fee Agreement, dated February 15
6, 1996, between Peter M. Kuhlmann
and Diane Gilmour.
3. Finder's Fee Agreement, dated February 16
6, 1996, between P.M. Capital, Inc. and
Diane Gilmour.
4. Agreement among the signatories of this 17
statement with respect to its filing.
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<PAGE>
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.
Date: February 9, 1996
/s/ Peter M. Kuhlmann
-----------------------------------------
PETER M. KUHLMANN
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<PAGE>
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.
Date: February 9, 1996
LIMEPORT INVESTMENTS, L.L.C.
By: /s/ Peter M. Kuhlmann
----------------------------------
Peter M. Kuhlmann, Member
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<PAGE>
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.
Date: February 9, 1996
P.M. CAPITAL, INC.
By: /s/ Peter Munk
------------------------------------
Peter Munk, President
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<PAGE>
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.
Date: February 9, 1996
/s/ Peter Munk
------------------------
PETER MUNK
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Exhibit 2
5825 Limeport Pike
Coopersburg, PA 18035
February 6, 1996
Ms. Diane Gilmour
440 East 79th Street
New York, New York 10021
Dear Diane:
You have introduced me to P.M. Capital, Inc., which introduction
has resulted in the formation of Limeport Investments L.L.C. ("Limeport").
Limeport has purchased 1,383,125 shares of common stock of RCM
Technologies, Inc. (the "RCM Shares") for $1,000,000. If the eventual sale
by Limeport of the RCM Shares results in a compounded annual return in
excess of 50% on the funds invested in the RCM Shares, I shall pay you a
fee equal to ten percent (10%) of the distributions I receive from Limeport
pursuant to subsection 10(b)(iii) of the Limited Liability Company
Agreement of Limeport, to the extent such distributions are allocable to
the sale of RCM Shares. Such fee will be in consideration of the
introduction mentioned above.
Sincerely yours,
/s/ Peter M. Kuhlmann
---------------------
Peter M. Kuhlmann
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Exhibit 3
P.M. Capital, Inc.
BCE Place
181 Bay Street (Suite 3900)
P. O. Box 768
Toronto, Ontario
Canada M5J 2T3
February 6 1996
Ms. Diane Gilmour
440 East 79th Street
New York, New York 10021
Dear Diane:
You have introduced Peter Kuhlmann to P.M. Capital, Inc., which
introduction has resulted in the formation of Limeport Investments L.L.C.
("Limeport").
Limeport has purchased 1,383,125 shares of common stock of RCM
Technologies, Inc. (the "RCM Shares") for $1,000,000. If the eventual sale
by Limeport of the RCM Shares results in a compounded annual return in
excess of 50% on the funds invested in the RCM Shares, P.M. Capital, Inc.
shall pay to you a fee equal to ten percent (10%) of the distributions it
receives from Limeport pursuant to subsection 10(b)(iii) of the Limited
Liability Company Agreement of Limeport, to the extent such distributions
are allocable to the sale of RCM Shares. Such fee will be in consideration
of the introduction mentioned above.
Very truly yours,
P.M. Capital, Inc.
By:/s/ Peter Munk
--------------------------
Peter Munk, President
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Exhibit 4
AGREEMENT
---------
This will confirm the agreement by and among all the undersigned that
the Amendment to the Schedule 13D filed on or about this date with respect
to the undersigneds' beneficial ownership of shares of common stock of RCM
Technologies, Inc. is being filed on behalf of each of us. This Agreement
may be executed in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same
instrument.
Dated: February 9, 1996
/s/ Peter Munk /s/Peter M. Kuhlmann
- ----------------------------- ------------------------------------
Peter Munk Peter M. Kuhlmann
P.M. CAPITAL, INC. LIMEPORT INVESTMENTS, L.L.C.
By:/s/ Peter Munk By:/s/ Peter M. Kuhlmann
----------------------------- ---------------------------------
Peter Munk, President Peter M. Kuhlmann, Member
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