SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of
1934)
Amendment No. 3
(Final Amendment)
PTI, Inc. (f\k\a Physio Technology, Inc.)
(Name of Issuer)
PTI, Inc.
John C. Castel
Castel Holdings, Inc.
(Name of Person(s) Filing Statement)
Common Stock, no par value
(Title of Class of Securities)
719433104
(CUSIP Number of Class of Securities)
John C. Castel Howard H. Mick
PTI, Inc. Stinson, Mag & Fizzell, P.C.
6700 S.W. Topeka Blvd. 1201 Walnut, Suite 2800
Forbes Field, Bldg. 140 Kansas City, Missouri 64106
Topeka, Kansas 66619 (816) 842-8600
(800) 255-3554
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing
Statement)
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE FAIRNESS OR MERITS OF SUCH TRANSACTION NOR UPON THE
ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
This statement is filed in connection with (check the appropriate
box):
a. [ ] The filing of solicitation materials or an
information statement subject to Regulation 14A [17 CFR 240.14a-1
to 240.14b-1], Regulation 14C [17 CFR 240.14c-1 to 240.14c-101]
or Rule 13e-3(c) [Section 240.13e-3(c)] under the Securities Exchange
Act of 1934.
<PAGE>
b. [ ] The filing of a registration statement under the
Securities Act of 1933.
c. [ ] A tender offer.
d. [x] None of the above.
Check the following box if the soliciting materials or
information statement referred to in checking box (a) are
preliminary copies: [ ]
<PAGE>
This final amendment to the Rule 13e-3 Transaction
Statement previously filed by PTI, Inc., a Kansas corporation
("PTI"), Castel Holdings, Inc., a Kansas corporation ("Castel
Holdings"), and John C. Castel reports the results of the merger
of PTI with and into Castel Holdings (which merger constituted
the "Rule 13e-3 transaction" which was the subject of such
Statement) pursuant to Rule 13e-3(d)(3) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
Accordingly, the Rule 13e-3 Transaction Statement of PTI, Castel
Holdings and John C. Castel is hereby amended by adding thereto
the following:
Effective December 31, 1997, PTI merged with and into
Castel Holdings (the "Merger"), pursuant to a Certificate of
Ownership and Merger filed with the Kansas Secretary of State on
such date. Accordingly, PTI no longer exists, and all shares of
PTI Common Stock, no par value per share ("PTI Common Stock"),
were canceled. As a result of the Merger, 1,245,673 shares of
PTI Common Stock held by stockholders of PTI other than Castel
Holdings were canceled and extinguished. Cash payments as
described in the Rule 13e-3 Transaction Statement were
transmitted to such stockholders.
The Merger caused the number of record holders of PTI
Common Stock to decline to zero. A Form 15 Certification and
Notice of Termination of Registration will be filed on January 9,
1998 certifying the number of record holders of PTI Common Stock
to the Commission. That filing will be accompanied by a request
that the 90-day waiting period provided in Section 12(g)(4) of
the Exchange Act be accelerated to permit termination of the
registration of the shares of PTI Common Stock on January 9, 1998
or as soon thereafter as practicable.
<PAGE>
SIGNATURE
After due 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: January 9, 1998.
PTI, INC.
By: /s/ John C. Castel
Name: John C. Castel
Title: President
/s/ John C. Castel
John C. Castel
CASTEL HOLDINGS, INC.
By: /s/ John C. Castel
Name: John C. Castel
Title: President
