GKN HOLDING CORP
8-K, 1998-07-24
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549





                          -----------------------------

                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                          -----------------------------


                                  July 15, 1998
               ------------------------------------------------
                Date of Report (Date of earliest event reported)


                      RESEARCH PARTNERS INTERNATIONAL, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)






         Delaware                   0-21105                   13-3414302
- ----------------------------  ------------------------   ----------------------
(State or other jurisdiction  (Commission File Number)     (I.R.S. Employer
       of incorporation)                                 Identification Number)



                             One State Street Plaza
                                   24th Floor
                            New York, New York 10004
                      -------------------------------------
                     (Address of Principal Executive Office)

                                 (212) 509-3800    
               --------------------------------------------------
              (Registrant's telephone number, including area code)


               GKN Holding Corp., 61 Broadway, New York, NY 10006
          ------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report





                        The Exhibit Index is on-- Page 4
                                Page 1 of 5 Pages


<PAGE>




Item 5.           Other Events.

     By press release dated July 15, 1998,  the  Registrant  announced  that its
stockholders  had  approved a change in the  Registrant's  name from GKN Holding
Corp. to Research  Partners  International,  Inc. and re-elected to its board of
directors  Peter R. Kent,  Peter R. McMullin and John P.  Margaritis.  The press
release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

     By press release dated July 16, 1998, the  Registrant  announced the change
in its: (i) name to Research Partners International,  Inc., (ii) Nasdaq National
Market symbol to RPII and (iii) CUSIP number to 761013 101. The press release is
attached hereto as Exhibit 99.2 and incorporated by reference herein.

Item 7.       Financial Statements, Pro Forma
              Financial Information and Exhibits.

              (c)     Exhibits.

                      Press  Release  dated July 15, 1998.  
                      Press  Release dated July 16, 1998.

                                        2

<PAGE>



                                   SIGNATURES



     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


Date:    July 23, 1998           RESEARCH PARTNERS INTERNATIONAL, INC.

                                        /s/ Peter R. Kent
                                 By:______________________________________
                                    Peter R. Kent, Executive Vice President,
                                    Chief Operating Officer 
                                    and Chief Financial Officer







                                        3

<PAGE>



                                  EXHIBIT INDEX


Exhibit No.                Description                                  Page

99.1                       Press Release dated July 15, 1998.             5

99.2                       Press Release dated July 16, 1998.             6



                                        4

<PAGE>





FOR IMMEDIATE RELEASE              Contact:          Peter R. Kent
                                                     Chief Operating Officer
                                                     Chief Financial Officer
                                                     GKN Holding Corp.
                                                      (212) 208-6647



Stockholders  of GKN  Holding  Corp.  Approve  Name  Change And  Re-elect  Three
Directors
_____________________________________________________________________________
New York, New York, July 15, 1998 --  Stockholders of GKN Holding Corp.,  parent
of GKN Securities and Southeast  Research  Partners,  today approved a change in
the Company's name to Research  Partners  International,  Inc. and re-elected to
its board of directors Peter R. Kent, Peter R. McMullin and John P. Margaritis.

The Company recently expanded its business mission and is now intent on building
a  relationship-based,  research-driven  investment  bank for small- and mid-cap
companies.  The new  name  reflects  this  change  and the  central  role of its
Southeast  Research Partners  subsidiary.  Boca Raton-based  Southeast  Research
Partners has built a national  clientele  among  leading  money  managers on the
power of the research  product  produced by its growing  staff,  which  includes
several former  Institutional  Investor  All-Star  analysts.  The unit's overall
investment  record has produced superior returns and analysts have been cited in
independent surveys for their forecasting and stock picking abilities.

The Company's executives said that, pending regulatory approvals, its three U.S.
broker-dealer  subsidiaries  will be  consolidated  into  one  unit and that new
capabilities  are being  added,  notably in  private  placements,  fixed  income
trading  and  underwriting,  as the firm  moves to grow  its  corporate  finance
practice among small- and mid- cap companies.

Research  Partners  International,  Inc.,  through  its four  primary  operating
subsidiaries,  GKN Securities Corp., Southeast Research Partners,  Inc., Shochet
Securities,  Inc. and GKN  Securities AG is primarily  engaged in  institutional
research,  investment banking, securities brokerage and securities trading, with
an emphasis on small and mid-capitalization companies. Headquartered in New York
City,  the  Company  maintains  operations  in New York,  Florida,  Connecticut,
Massachusetts and Zurich, Switzerland.

This press  release  contains  forward-looking  statements  by the Company  that
involve  risks and  uncertainties  that  could  cause  actual  results to differ
materially from those set forth in the  forward-looking  statements.  Such risks
and uncertainties are described in the Company's filings with the SEC, including
its annual report on Form-10K for the fiscal year ended January 31, 1997 and its
Registration Statement on Form S-1, as amended.



                                        5

<PAGE>





FOR IMMEDIATE RELEASE              Contact:          Peter R. Kent
                                                     Chief Operating Officer
                                                     Chief Financial Officer
                                                     GKN Holding Corp.
                                                      (212) 208-6647



GKN Holding Corp.'s Name Changed to
Research Partners International, Inc.
______________________________________________________________________________

New York,  New York,  July 16, 1998 - GKN Holding  Corp.,  parent company of GKN
Securities Corp., Southeast Research Partners,  Inc., Shochet Securities,  Inc.,
and GKN Securities AG  (Switzerland)  has changed its name to Research  Partners
International, Inc.

Effective July 17th, its common stock will trade on the Nasdaq  National  Market
under the symbol RPII and its new cusip number is 761013 10 1.


                                        6



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