<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------
SCHEDULE 13D/A
(Amendment No. 1)
RESEARCH PARTNERS INTERNATIONAL, INC.
(Name of Issuer)
common stock, par value $.0001 per share
(Title of Class of Securities)
761013101
--------------
(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)
January 26, 1999
----------------
(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 7 Pages)
<PAGE>
CUSIP No. 761013101 13D/A Page 2 of 7 Pages
--------- --- ---
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David M. Nussbaum
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,202,442
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,202,442
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,202,442
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 761013101 13D/A Page 3 of 7 Pages
--------- --- ---
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Roger N. Gladstone
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) / /
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,188,275
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,188,275
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,188,275
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 761013101 13D/A Page 4 of 7 Pages
--------- --- ---
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert H. Gladstone
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) / /
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 498,275
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
498,275
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
498,275
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 761013101 13D/A Page 5 of 7 Pages
--------- --- ---
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peter R. Kent
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) / /
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 115,087
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
115,087
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
115,087
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 1 to the Statement on Schedule 13D (this "Amendment")
amends and supplements the Statement on Schedule 13D originally filed on
November 16, 1998 (the "Statement") with respect to the beneficial ownership of
shares of common stock, par value $.0001 per share (the "Common Stock"), of
Research Partners International, Inc. (the "Company") held by each of David M.
Nussbaum, Roger N. Gladstone, Robert H. Gladstone and Peter R. Kent (the
"Reporting Persons"). Capitalized terms used herein and not otherwise defined
shall have the respective meanings ascribed to them in the Statement.
The Statement was filed as a result of the signing of the Voting Agreements
by and among the Company, RPII Acquisition Corporation ("Newco"), Gaines,
Berland Inc. ("GBI") and each of the Reporting Persons. The Voting Agreements
were entered into in connection with the execution of a Merger Agreement, by and
among the Company, Newco, GBI and certain stockholders of GBI (the
"Stockholders"), pursuant to which, among other things, Newco was to merge with
and into GBI (the "Merger").
Pursuant to a Termination Agreement, dated as of January 26, 1999, by and
among the Company, Newco, GBI and the Stockholders, the parties have by mutual
decision terminated the proposed Merger and the related Merger Agreement. As a
result of such termination, the Voting Agreements have also been terminated.
Accordingly, the Reporting Persons are no longer deemed a group for purpose of
Rule 13d-1 of the Securities and Exchange Act, as amended (the "Act"). This
Amendment is filed because the Reporting Persons no longer have an agreement to
collectively vote 34.3% of the outstanding Common Stock as a group, and
accordingly, each Reporting Person is no longer deemed to beneficially own 34.3%
of the outstanding Common Stock.
The disclosure previously provided in the Statement under each of the Items
is hereby amended to reflect the foregoing.
Page 6 of 7
<PAGE>
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 February 22, 1999
DAVID M. NUSSBAUM
/s/ David M. Nussbaum
-------------------------------
ROGER N. GLADSTONE
/s/ Roger N. Gladstone
-------------------------------
ROBERT H. GLADSTONE
/s/ Robert H. Gladstone
-------------------------------
PETER R. KENT
/s/ Peter R. Kent
------------------------------
Page 7 of 7
