UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
RTI, Inc.
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(Name of Issuer)
Common Stock, $.08 par value
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(Title of Class of Securities)
74973900
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(CUSIP Number)
James E. Bilodeau, Jr., Esq.
Partridge, Snow & Hahn, 180 South Main Street, Providence, RI 02903
(401) 861-8200
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 18, 1996
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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 [ ].
Check the following box if a fee is being paid with this 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).
SCHEDULE 13D
CUSIP NO. 74973900 Page 2 of Page 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elmgrove Associates II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 -- reporting of material decrease in beneficial ownership
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware Limited partnership
NUMBER OF 7 SOLE VOTING POWER
SHARES None, reporting material decrease in beneficial
BENEFICIALLY ownerhip
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING None
PERSON
WITH 9 SOLE DISPOSITIVE POWER
None, reporting material decrease in beneficial
ownership
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None, reporting material decrease in beneficial ownership
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP NO. 74973900 Page 3 of Page 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Miss Sloan Capital Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 -- reporting material decrease in beneficial ownership
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware corporation
NUMBER OF 7 SOLE VOTING POWER
SHARES None, reporting of material decrease in beneficial
BENEFICIALLY ownership
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING None
PERSON
WITH 9 SOLE DISPOSITIVE POWER
None, reporting of material decrease in beneficial
ownership
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None, reporting of material decrease in beneficial ownership
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP NO. 74973900 Page 4 of Page 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mandel Sherman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 -- reporting of material decrease in beneficial ownership
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES None, reporting of material decrease in beneficial
BENEFICIALLY ownership
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING None
PERSON
WITH 9 SOLE DISPOSITIVE POWER
None, reporting of material decrease in beneficial
ownership
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None, reporting of material decrease in beneficial ownership
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Items 1 - 7
1. Security and Issuer.
Items 1 - 7
1. Security and Issuer.
This statement relates to shares of Common Stock, par value $.08 per
share (the "Shares"), of RTI, Inc. (the "Issuer"), having its principal
executive offices at 108 Lake Denmark Road, Rockaway, New Jersey 07066.
2. Identity and Background.
This statement is being filed by Elmgrove Associates II, L.P.
("Elmgrove"), by the general partner (the "General Partner") of Elmgrove,
Miss Sloan Capital Ltd., and by Mandel Sherman, President of the General
Partner. Elmgrove is a Delaware limited partnership having its principal
business and executive offices at 210 Dartmouth Street, Pawtucket, Rhode
Island 02860. Elmgrove's principal business is to invest and trade in
securities, commodities, and investments of every kind and character.
The General Partner is a Delaware corporation engaged principally in
activities on behalf of Elmgrove. The business address of the General
Partner is 210 Dartmouth Street, Pawtucket, Rhode Island 02860.
Mr. Mandel Sherman, President of the General Partner, is a United
States citizen whose principal occupation is his activities on behalf of
Elmgrove. The business address of Mr. Sherman is 210 Dartmouth Street,
Pawtucket, Rhode Island 02860.
During the five years prior to the date hereof, neither Elmgrove nor
the General Partner or Mr. Sherman has been convicted in a criminal
proceeding or has been a party to a civil proceeding ending in judgment or
decree enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
3. Source and Amount of Funds or Other Consideration.
This amendment is being filed in order to disclose the sale on July
18, 1996 of 80,000 shares of Common Stock, par value $.08 of the Issuer.
The source of the funds originally used by Elmgrove to purchase the shares
was derived from Elmgrove's working capital.
Elmgrove originally purchased the shares in open-market transactions
in three separate purchases of 20,000 shares, 40,000 shares and 20,000
shares on April 2, 1996, April 4, 1996, and April 8, 1996, respectively.
On July 18, 1996 Elmgrove sold all of the shares in an open market
transaction.
4. Purpose of Transaction.
This statement relates to a material decrease by Elmgrove in the
ownership of the Shares. The Shares were acquired by Elmgrove for
investment purposes. Depending on market conditions, its continuing
evaluation of the business and prospects of the Issuer, and other factors,
Elmgrove may purchase additional shares of Common Stock of the Issuer.
Neither Elmgrove, the General Partner, nor Mr. Sherman has any present
plans which would relate to or would result in: (a) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; (b) a sale or transfer of
a material amount of assets of the Issuer or any of its subsidiaries; (c)
any change in the present Board of Directors or management of the Issuer,
including any plans or proposals to change the number or term of Directors
or to fill any existing vacancies on the Board; (d) any material change in
the present capitalization or dividend policy of the Issuer; (e) any other
material change in the Issuer's business or corporate structure; (f)
changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
the Issuer by any person; (g) causing a class of securities of the Issuer
to cease to be authorized to be quoted in an inter-dealer quotation system
of a registered national securities association; (h) a class of equity
securities of the Issuer becoming eligible for termination of registration
pursuant to Section 12G-4 of the Securities Exchange Act of 1934; or any
action similar to any of those enumerated above.
5. Interest and Securities of the Issuer.
As a consequence of the sale of the Shares, Elmgrove does not own of
record and beneficially any shares of the capital stock of the Issuer.
By virtue of their relationship as President of the sole General
Partner of Elmgrove, Mr. Sherman, the General Partner and Elmgrove may
have been deemed to each exercise sole voting power over the Shares.
Hence, each of Mr. Sherman, the General Partner and Elmgrove,
respectively, may have beneficially owned 80,000 shares, representing
beneficial ownership of approximately 7.4% of the Issuer's issued and
outstanding Common Stock (based upon the 1,076,888 shares reported to be
outstanding as of March 15, 1996 in the Form 10-KSB of the Issuer filed
for the fiscal year ended December 31, 1995.)
Except as set forth above, neither Mr. Sherman, the General Partner,
nor Elmgrove has effected any transaction in the Shares during the last 60
days.
No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or any proceeds from the sale of
the shares beneficially owned by Mr. Sherman, the General Partner, and
Elmgrove.
6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as described elsewhere herein, there are no contracts,
arrangements, understandings, or relationships (legal or otherwise) among
Mr. Sherman, the General Partner and Elmgrove or between any such parties
and any other party with respect to securities of the Issuer, including
but not limited to, transfer or voting of any of the securities, finders
fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or losses or the giving or
withholding of proxies.
7. Material to be Filed as Exhibits.
None.
- - - - - - - - - - -
Signature.
After reasonable inquiry and to the best of my/our knowledge and
belief, I/we certify that the information set forth in this statement is
true, complete and correct.
Elmgrove Associates II, L.P.
By: Miss Sloan Capital, Ltd, General Partner
By: /s/ MANDEL SHERMAN
September 12, 1996 ------------------------------
- ------------------------- Mandel Sherman, President
Date
Miss Sloan Capital, Ltd
By: /s/ MANDEL SHERMAN
September 12, 1996 ------------------------------
- ------------------------- Mandel Sherman, President
Date
By: /s/ MANDEL SHERMAN
September 12, 1996 ------------------------------
- ------------------------- Mandel Sherman
Date
