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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
RESEARCH PARTNERS INTERNATIONAL, INC.
(Name of Issuer)
common stock, par value $.0001 per share
(Title of Class of Securities)
761013101
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(CUSIP Number)
David Alan Miller, Esq.
Graubard Mollen & Miller
600 Third Avenue
New York, New York 10016-2097
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 4, 1998
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(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. / /
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.
(Page 1 of 12 Pages)
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CUSIP No. 761013101 SCHEDULE 13D Page 2 of 12 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David M. Nussbaum
2. Check the Appropriate Box if a Member of a Group* (a) /X/
(b) / /
3. SEC Use Only
4. Source of Funds*
N/A
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) / /
N/A
6. Citizenship or Place of Organization
United States
7. Sole Voting Power
1,202,442, except as to proposed Merger.
(See Item 5.)
Number of Shares
8. Shared Voting Power
Beneficially (a) 0, with respect to all matters other than
the Merger.
Owned by Each (b) 3,004,079, only with respect to the Merger.
(See Item 5.)
Reporting Person
With 9. Sole Dispositive Power
1,202,442
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
(a) 1,202,442, with respect to all matters other than the Merger.
(See Item 5.)
(b) 3,004,079, solely with respect to the Merger. (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
(a) 13.8%, with respect to all matters other than the Merger.
(See Item 5.)
(b) 34.3%, solely with respect to the Merger. (See Item 5.)
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 761013101 SCHEDULE 13D Page 3 of 12 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Roger N. Gladstone
2. Check the Appropriate Box if a Member of a Group* (a) /X/
(b) / /
3. SEC Use Only
4. Source of Funds*
N/A
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) / /
N/A
6. Citizenship or Place of Organization
United States
7. Sole Voting Power
1,188,275, except as to proposed Merger.
(See Item 5.)
Number of Shares
8. Shared Voting Power
Beneficially (a) 0, with respect to all matters other than
the Merger.
Owned by Each (b) 3,004,079, only with respect to the Merger.
(See Item 5.)
Reporting Person
With 9. Sole Dispositive Power
1,188,275
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
(a) 1,188,275, with respect to all matters other than the Merger.
(See Item 5.)
(b) 3,004,079, solely with respect to the Merger. (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
(a) 13.8%, with respect to all matters other than the Merger.
(See Item 5.)
(b) 34.3%, solely with respect to the Merger. (See Item 5.)
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 761013101 SCHEDULE 13D Page 4 of 12 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Robert H. Gladstone
2. Check the Appropriate Box if a Member of a Group* (a) /X/
(b) / /
3. SEC Use Only
4. Source of Funds*
N/A
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) / /
N/A
6. Citizenship or Place of Organization
United States
7. Sole Voting Power
498,275, except as to proposed Merger.
(See Item 5.)
Number of Shares
8. Shared Voting Power
Beneficially (a) 0, with respect to all matters other than
the Merger. (See Item 5.)
Owned by Each (b) 3,004,079, solely with respect to the Merger.
(See Item 5.)
Reporting Person
With 9. Sole Dispositive Power
498,275
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
(a) 498,275, with respect to all matters other than the Merger.
(See Item 5.)
(b) 3,004,079, solely with respect to the Merger. (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
(a) 5.8%, with respect to all matters other than the Merger.
(See Item 5.)
(b) 34.3%, solely with respect to the Merger. (See Item 5.)
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 761013101 SCHEDULE 13D Page 5 of 12 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Peter R. Kent
2. Check the Appropriate Box if a Member of a Group* (a) /X/
(b) / /
3. SEC Use Only
4. Source of Funds*
N/A
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) / /
N/A
6. Citizenship or Place of Organization
United States
7. Sole Voting Power
115,087, except as to proposed Merger.
(See Item 5.)
Number of Shares
8. Shared Voting Power
Beneficially (a) 0, with respect to all matters other than
the Merger. (See Item 5.)
Owned by Each (b) 3,004,079, solely with respect to the Merger.
(See Item 5.)
Reporting Person
With 9. Sole Dispositive Power
115,087
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
(a) 115,087, with respect to all matters other than the Merger,
see Item 5.
(b) 3,004,079, solely with respect to the Merger, 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
(a) 1.3%, with respect to all matters other than the Merger.
(See Item 5.)
(b) 34.3%, solely with respect to the Merger. (See Item 5.)
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Statement on Schedule 13D is filed as a result of the signing of
agreements (the "Voting Agreements"), dated November 4, 1998, by and among
Research Partners International, Inc. (the "Company"), RPII Acquisition
Corporation ("Newco"), Gaines, Berland Inc. ("GBI") and each of David M.
Nussbaum, Roger N. Gladstone, Robert H. Gladstone and Peter R. Kent (the
"Reporting Persons"). The Voting Agreements were entered into in connection with
the execution of an Agreement and Plan of Merger, dated as of November 4, 1998
("Merger Agreement"), by and among the Company, Newco, GBI and certain
stockholders of GBI, pursuant to which, among other things, Newco will merge
with and into GBI (the "Merger"), the separate corporate existence of Newco will
cease and GBI will continue after the Merger as a wholly-owned subsidiary of the
Company.
Item 1. Security and Subject Company
The class of equity securities to which this Schedule relates is the common
stock , par value $.0001 per share (the "Common Stock"), of the Company, a
Delaware corporation, whose principal executive offices are located at One State
Street Plaza, New York, New York 10004.
The percentage of beneficial ownership reflected in this Schedule is based
upon a voting power equivalent to 8,593,299 shares of Common Stock outstanding
as of October 31, 1998, which number has been obtained from information set
forth in the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended July 31, 1998 as updated with information provided by the Company.
Item 2. Identity and Background
(a) Pursuant to Rule 13d-1(f)(1) of the Rules and Regulations of the
Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby
file this Schedule 13D Statement on behalf of the Reporting Persons.
The Reporting Persons may be deemed to constitute a "group" for the purpose
of this Schedule. A copy of the Joint Filing Agreement among the Reporting
Persons is filed herewith as Exhibit 1.
(b) The principal executive offices of each of the Reporting Persons is c/o
Research Partners International, Inc., One State Street Plaza, New York, New
York 10004.
(c) David M. Nussbaum has been Chairman of the Board and Chief Executive
Officer of the Company since September 1990, was Executive Vice President of the
Company from January 1987 to September 1990, and has been a director of the
Company since January 1987. He is also Chairman of the Board and Chief Executive
Officer of GKN Securities Corp., a wholly-owned subsidiary of the Company ("GKN
Securities"). Mr. Nussbaum has been the President of Newco since its formation
on October 30, 1998 and is a director of Shochet Securities, Inc. ("Shochet"),
each a wholly-owned subsidiary of the Company. He is also a director and
executive of Dalewood Associates, Inc. ("Dalewood"), GKN Capital Management
Corp. ("GKN Management"), GKN Capital Corp ("Capital Corp.") and Southeast
Research Partners, Inc. ("Southeast"), each a wholly-owned direct or indirect
subsidiary of the Company.
Roger N. Gladstone has been President and a director of the Company
since January 1987. He is also President and a director of GKN Securities, and a
director and executive officer of Dalewood, GKN Management and Shochet.
Robert H. Gladstone has been Executive Vice President of the Company
since November 1993 and a director of the Company from January 1992 to May 1996.
He has also been an executive officer of GKN Securities since January 1990 and
is now Executive Vice President of GKN Securities.
Peter R. Kent has been Chief Operating Officer of the Company and GKN
Securities since February 1996, and a director of the Company since May 1996. He
has served as Chief Financial Officer of the Company and GKN Securities from
July 1995 through October 4, 1998. He has also served as a director and
Executive Vice President at Newco since its inception in October, 1998. He is
also an executive officer of Dalewood, Shochet, and Southeast. From September
1991 through February 1995, he served initially as Chief Financial Officer, and
subsequently as President, Chairman of the Board, and Chief Executive Officer of
Consolidated Waste Services of America, Inc., a solid waste and recycling
company.
Roger N. Gladstone is the brother of Robert H. Gladstone and the
brother-in-law of David M. Nussbaum.
(d) None of the Reporting Persons has, during the last five years, been
convicted in any criminal proceeding.
Page 6 of 12
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(e) None of the Reporting Persons has, during the last five years, been a
party to any civil proceeding or a judicial or administrative body of competent
jurisdiction resulting in any judgment, decree or final order against him
enjoining him from engaging in future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) All of the Reporting Persons are citizens of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration
No funds or other consideration have been expended in connection with the
acquisition of beneficial ownership of the Reporting Persons, as a group, of the
shares of Common Stock which cause this Schedule to be filed.
Item 4. Purpose of Transaction.
In an effort to close the Merger, each of the Reporting Persons have agreed
to vote those shares of Common Stock over which such Reporting Person has voting
control in favor of the Merger and the Merger Agreement. The Merger is
contingent upon, among other things, the requisite stockholder vote. Each of the
Reporting Persons confirmed his irrevocable agreement to vote in favor of the
Merger and Merger Agreement by entering into the Voting Agreement, dated
November 4, 1998. A copy of the Voting Agreement, as well as the Merger
Agreement are included as exhibits to the Company's Current Report on From 8-K,
dated as of November 4, 1998, which is incorporated herein by reference. Each of
the Reporting Persons may acquire or dispose of shares of the Issuer, but does
not presenting intents to do so, although this intention may change depending
upon market conditions. Other than with respect to the proposed Merger, none of
the Reporting Persons has any present plans which would result in a liquidation
of the Issuer or a sale or transfer of substantially all of the Company's
assets. Each Reporting Person has agreed to vote in favor of the Merger
Agreement, which means that they will be voting in favor of (i) increasing the
number of directors to fourteen and voting in favor of electing the nominees of
the entity which will be merged with and into a subsidiary of the Issuer upon
consummation of the Merger and (ii) amending the Issuer's Certificate of
Incorporation to change its name from Research Partners International, Inc. to
Research Partners International Group, Ltd. Each Reporting Person has no plans
to effect a material change in the present capitalization or dividend policy of
the Issuer; or any other material change in the Issuer's business or corporate
structure; or take any other actions which may impede the acquisition of control
of the Issuer by any person; causing a class of securities of the Issuer to be
delisted from a national securities exchange or cease to be authorized to be
quoted on an inter-dealer quotation system of a registered national securities
association; causing a class of equity securities of the Issuer to become
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities and Exchange Act of 1934; or any action similar to above.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Nussbaum owns 1,202,442 of Common Stock of the Company, including
20,000 shares issuable upon the exercise of options exercisable within 60 days
of the date of this Report and 56,331 restricted shares issued to Mr. Nussbaum
under the Company's 1996 Incentive Compensation Plan ("IC Plan"). The holders of
the restricted shares issued under the IC Plan (the "IC Shares") have the power
to vote and the right to receive dividends with respect to such shares but the
IC Shares do not vest until March 2000 and may not be transferred prior to that
date.
As of October 31, 1998, the outstanding voting securities of the Issuer
had a voting power equivalent to 8,593,299 shares of Common Stock.
Based upon the foregoing, Mr. Nussbaum beneficially owns 14.0% of the
outstanding voting securities, but may be deemed to own 34.3% of the outstanding
voting securities for purposes of votes relating to the Merger.
Mr. Roger Gladstone owns 1,188,275 shares of Common Stock of the
Company, including 20,000 shares issuable upon the exercise of options
exercisable within 60 days of the date of this Report and 42,164 IC shares. Mr.
Roger Gladstone beneficially owns 13.8% of the outstanding voting securities,
but may be deemed to own 34.3% of the outstanding voting securities for purposes
of votes relating to the Merger.
Mr. Robert Gladstone owns 498,275 shares of Common Stock of the
Company, including 56,331 IC Shares, 52,000 shares currently issuable upon the
exercise of options held by Mr. Robert Gladstone's wife, 6,666 shares issuable
upon the exercise of options exercisable within 60 days of the date of this
Report held by Mr. Robert Gladstone, himself.
Page 7 of 12
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Mr. Robert Gladstone beneficially owns 5.8% of the outstanding voting
securities, but may be deemed to own 34.3% of the outstanding voting securities
for purposes of votes relating to the Merger.
Mr. Kent owns 115,087 shares of Common Stock of the Company, including
45,087 IC Shares and 70,000 shares currently issuable upon the exercise of
options. Mr. Kent beneficially owns 1.3% of the outstanding voting securities
but may be deemed to own 34.3% of the outstanding voting securities for purposes
of votes relating to the Merger.
(b) Except as disclosed above in subsection (a) of this Item 5, none of the
Reporting Persons identified in Item 2(a) share voting power or dispositive
power of any shares of Common Stock.
(c) In the last 60 days, on November 4, 1998, each of the Reporting
Persons, among others, entered into the Voting Agreements described above Item 1
of this Report. Pursuant to the Voting Agreements, each of the Reporting Persons
irrevocably agreed to vote all of the Company's Common Stock owned by them or
over which they have control, in favor of the Merger and the Merger Agreement.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The information set forth in Item 4 "Purpose of Transaction" hereinabove,
is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
1. Joint Filing Agreement, dated November 13, 1998, by and among the
Reporting Persons.
2. Incorporated herein by reference is the Company's Current Report on
Form 8-K, dated November 4, 1998, and filed with the Securities and
Exchange Commission on November 13, 1998, including thefollowing
exhibits thereto:
a. Agreement and Plan of Merger, dated as of November 4, 1998, by and
among the Company, Newco, the stockholders party thereto and GBI,
with all Exhibits thereto.
b. Form of Voting Agreement, by and among the Company, Newco, GBI and
each of the Reporting Persons.
c. Form of Lock-Up Agreement, dated November 4, 1998, between the
Company and each of David Thalheim, Joseph Berland, Richard J.
Rosenstocck, Mark Zeitchick, Vincent Mangone, David M. Nussbaum,
Roger N. Gladstone, Peter R. Kent and Robert H. Gladstone.
d. Employment Agreement, dated November 4, 1998, between David M.
Nussbaum and the Company.
e. Employment Agreement, dated November 4, 1998, between Joseph
Berland and the Company.
f. Employment Agreement, dated November 4, 1998, between Roger N.
Gladstone and the Company.
g. Employment Agreement, dated November 4, 1998, between Richard J.
Rosenstock and the Company.
h. Employment Agreement, dated November 4, 1998, between Peter R.
Kent and the Company.
i. Employment Agreement, dated November 4, 1998, between David
Thalheim and the Company.
j. Employment Agreement, dated November 4, 1998, between Mark
Zeitchick and the Company.
k. Employment Agreement, dated November 4, 1998, between Vincent
Mangone and the Company.
l. Employment Agreement, dated November 4, 1998, between Robert H.
Gladstone and GKN Securities.
m. Operating Agreement, dated November 4, 1998, between the Company
and GBI.
n. Press release of the Company, dated November 5, 1998.
Page 8 of 12
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: as of November 16, 1998
DAVID M. NUSSBAUM
/s/ David M. Nussbaum
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ROGER N. GLADSTONE
/s/ Roger N. Gladstone
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ROBERT H. GLADSTONE
/s/ Robert H. Gladstone
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PETER R. KENT
/s/ Peter R. Kent
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Page 9 of 12
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EXHIBIT INDEX
Exhibit Description
- - ------- -----------
1. Joint Filing Agreement, dated November 13, 1998, by and among the
Reporting Persons.
2. Current Report on Form 8-K, dated November 4, 1998, and filed with the
Securities and Exchange Commission on November 13, 1998, including the
following exhibits thereto:
a. Agreement and Plan of Merger, dated as of November 4, 1998, by
and among the Company, Newco, the stockholders party thereto
and GBI, with all Exhibits thereto.
b. Form of Voting Agreement, by and among the Company, Newco, GBI
and each of the Reporting Persons.
c. Form of Lock-Up Agreement, dated November 4, 1998, between the
Company and each of David Thalheim, Joseph Berland, Richard J.
Rosenstocck, Mark Zeitchick, Vincent Mangone, David M.
Nussbaum, Roger N. Gladstone, Peter R. Kent and Robert H.
Gladstone.
d. Employment Agreement, dated November 4, 1998, between David M.
Nussbaum and the Company.
e. Employment Agreement, dated November 4, 1998, between Joseph
Berland and the Company.
f. Employment Agreement, dated November 4, 1998, between
Roger N. Gladstone and the Company.
g. Employment Agreement, dated November 4, 1998, between
Richard J. Rosenstock and the Company.
h. Employment Agreement, dated November 4, 1998, between
Peter R. Kent and the Company.
i. Employment Agreement, dated November 4, 1998, between David
Thalheim and the Company.
j. Employment Agreement, dated November 4, 1998, between Mark
Zeitchick and the Company.
k. Employment Agreement, dated November 4, 1998, between Vincent
Mangone and the Company.
l. Employment Agreement, dated November 4, 1998, between Robert
H. Gladstone and GKN Securities.
m. Operating Agreement, dated November 4, 1998, between the
Company and GBI.
n. Press release of the Company, dated November 5, 1998.
Page 10 of 12
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Page 11 of 12
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JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of the Statement on Schedule 13D (including all further amendments
thereto, if any) with respect to the common stock, par value $.0001 per share,
of Research Partners International, Inc., a Delaware corporation.
This Agreement may be executed in counterparts, each of which taken
together shall constitute one and the same instrument.
Dated: as of November 16, 1998
DAVID M. NUSSBAUM
/s/ David M. Nussbaum
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ROGER N. GLADSTONE
/s/ Roger N. Gladstone
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ROBERT H. GLADSTONE
/s/ Robert H. Gladstone
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PETER R. KENT
/s/ Peter R. Kent
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Page 12 of 12
