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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 13D
(Amendment No. 1)
_______________________
Under the Securities Exchange Act of 1934
RAMTRON INTERNATIONAL CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
7519010
(CUSIP Number)
NTC Liquidating Trust as defined in the Second Amended
Plan of Reorganization for the Jointly Administered
Debtors of CSI Enterprises, Inc., Energy Fuels, Ltd.,
Oren Lee Benton, Energy Fuels Exploration Company,
Nuexco Trading Corporation and Energy Fuels Mining
Joint Venture, pending in the United States Bankruptcy
Court for the District of Colorado, administered under
Case No. 95-11642-CEM.
c/o David J. Beckman, Liquidating Trustee
Price Waterhouse LLP
200 East Randolph Drive, Suite 7600
Chicago, Illinois 60601
312/540-1500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 31, 1997
(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 [ ].
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CUSIP No. 75190710
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1 NAME OF REPORTING PERSON
NTC Liquidating Trust as defined in the Second Amended Plan of
Reorganization for the Jointly Administered Debtors of CSI Enterprises,
Inc., Energy Fuels, Ltd., Oren Lee Benton, Energy Fuels Exploration
Company, Nuexco Trading Corporation and Energy Fuels Mining Joint
Venture, pending in the United States Bankruptcy Court for the District
of Colorado, administered under Case No. 95-11642-CEM. (a)
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
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7 SOLE VOTING POWER
7,589,390
NUMBER OF -----------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY -----------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,589,390
PERSON -----------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,589,390
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.9%
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14 TYPE OF REPORTING PERSON 00
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The initial Schedule 13D of the NTC Liquidating Trust filed on November 5,
1997 is hereby corrected as follows:
The amount of shares of Common Stock owned directly by the NTC Liquidating
Trust is 4,628,174.
Items 2 through 6 of the initial Schedule 13D of the NTC Liquidating
Trust filed on November 5, 1997 are hereby amended and restated in their
entirety as follows:
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ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed by the NTC Liquidating Trust as defined
in the Second Amended Plan of Reorganization (the "Plan") for the Jointly
Administered Debtors of CSI Enterprises, Inc., Energy Fuels, Ltd., Oren Lee
Benton, Energy Fuels Exploration Company, Nuexco Trading Corporation and Energy
Fuels Mining Joint Venture, pending in the United States Bankruptcy Court for
the District of Colorado, administered under Case No. 95-11642-CEM., a Colorado
trust (the "NTC Liquidating Trust"), as the beneficial owner of 4,628,174
shares of Common Stock and the beneficial holder of Warrants for 2,961,216
shares of Common Stock.
The United States Bankruptcy Court for the District of Colorado has
confirmed the Second Amended Plan of Reorganization for the Jointly
Administered Debtors of CSI Enterprises, Inc., Energy Fuels, Ltd., Oren Lee
Benton, Energy Fuels Exploration Company, Nuexco Trading Corporation and Energy
Fuels Mining Joint Venture, pending in the United States Bankruptcy Court for
the District of Colorado, administered under Case No. 95-11642-CEM (the
"Plan"). Pursuant to the Plan and as of August 31, 1997 (the "Effective
Date"), among other things, 4,628,174 shares of Common Stock in Ramtron have
been transferred to the NTC Liquidating Trust. The Plan annexed as Exhibit 2
and the NTC Liquidating Trust Agreement annexed as Exhibit 3 are incorporated
herein by reference.
The principal business of the NTC Liquidating Trust is to liquidate assets
for the benefit of holders of Allowed Claims, as defined in the Plan. The
principal business address and address of the principal office of the NTC
Liquidating Trust is David J. Beckman, Liquidating Trustee, c/o Price
Waterhouse LLP, 200 East Randolph Drive, Suite 7600, Chicago, IL 60601. The
beneficiaries of the NTC Liquidating Trust are listed on Exhibit 1 to this
Schedule 13D, subject to allowance of such entities' claims against the Debtor.
The name, citizenship, business address, and present principal occupation
of the Liquidating Trustee of the NTC Liquidating Trust are set forth on
Schedule I hereto and incorporated herein by reference.
Neither the NTC Liquidating Trust nor the Liquidating Trustee listed on
Schedule I during the last five years (a) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (b) has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Under the Plan, as described in Item 2, the NTC Liquidating Trust became
entitled to receive 4,628,174 shares of Common Stock in Ramtron. In addition,
under the Plan, the NTC Liquidating Trust became the holder of
currently-exercisable Warrants at a price of $4.15 per share for 2,961,216
shares of Common Stock.
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ITEM 4. PURPOSE OF TRANSACTION
The NTC Liquidating Trust became entitled to receive 4,628,174 shares of Common
Stock in the manner described in Item 3 above, and currently-exercisable
variants for 2,961,216 shares of Common Stock. Except as described below,
the NTC Liquidating Trust has no plans or proposals that would result in (1)
the acquisition by any person of additional securities of Ramtron or the
disposition of securities of Ramtron; (2) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation of Ramtron or any
of its subsidiaries; (3) a sale or transfer of a material amount of assets of
Ramtron or any of its subsidiaries; (4) any change in the present board of
directors or management of Ramtron, including any plans or proposals to change
the number or term of directors or to fill any existing vacancies on the board
of directors of Ramtron; (5) any material change in the present capitalization
or dividend policy of Ramtron; (6) any other material change in the business or
corporate structure of Ramtron; (7) changes in the charter, by-laws or
instruments corresponding thereto of Ramtron, or other actions which may impede
the acquisition of control of Ramtron by any person; (8) any class of
securities of Ramtron being delisted from a national securities exchange or
ceasing to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (9) any class of equity securities
of Ramtron becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Exchange Act; or (10) any action similar to any of
those enumerated above. The NTC Liquidating Trust, however, reserves its right
to change its plans or intentions at any time and to take any and all actions
that it deems appropriate to maximize the value of its investment including,
among other things, from time to time increasing or decreasing the number of
shares of Common Stock by acquiring additional shares, or by disposing of all
or a portion of the shares of Common Stock in open market or privately
negotiated transactions or otherwise, depending on existing market conditions
and other considerations discussed below. The NTC Liquidating Trust intends to
review its investment in Ramtron on a continuing basis and, depending upon the
price and availability of Common Stock, subsequent developments affecting
Ramtron, the general business and future prospects of Ramtron, other investment
and business opportunities available to the NTC Liquidating Trust, general
stock market and economic conditions, tax considerations and other factors
considered relevant, may decide at any time to increase or decrease the size of
its investment in Ramtron. Ultimately, the Liquidating Trustee will distribute
proceeds of the Common Stock to the beneficiaries of the NTC Liquidating Trust.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The NTC Liquidating Trust beneficially owns 7,589,390 shares of Common
Stock through its ownership of 4,628,174 shares of Common Stock (of which
703,317 shares are subject to a lien in favor of Union Bank of Switzerland),
and currently-exercisable warrants for 2,961,216 shares of Common Stock. Such
shares constitute approximately 18.9% of the 40,083,846 shares of Common Stock
estimated to be outstanding as of the date of this Schedule 13D (includes
37,122,630 shares of Common Stock estimated to be outstanding as of November 7,
1997 and 2,961,216 shares of Common Stock attributable to the warrants held by
the NTC Liquidating Trust).
(b) The NTC Liquidating Trust, through its ownership of 4,628,174 shares
of Common Stock and certain Warrants, may be deemed to share the power to vote
or direct the vote and dispose or direct the disposition of 7,589,390 shares of
Common Stock.
(c) During the past 60 days, the NTC Liquidating Trust has not effected
any transactions relating to the Common Stock, except as described in Item 3.
(d) Not applicable.
(e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The trustee for the NTC Liquidating Trust is also the trustee for the
Benton Liquidating Trust, an entity that owns 2,069,130 shares in Ramtron.
Because the same trustee administers the NTC Liquidating Trust and the Benton
Liquidating Trust, the two trusts could be considered a group for purposes of
Section 13D. The NTC Liquidating Trust, however, disclaims that it and the
Benton Liquidating Trust are a group for purposes of Section 13D. Of the
4,628,174 shares of Common Stock owned by the NTC Liquidating Trust, 703,317
are subject to a lien in favor of Union Bank of Switzerland, as described in
the Plan (Exhibit 2) and the NTC Liquidating Trust Agreement (Exhibit 3). The
NTC Liquidating Trust does not have any contract, arrangement, understanding,
or relationship with any other person with respect to any security of Ramtron,
other than as described in this Schedule 13D or exhibits hereto.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 1 to Schedule 13D
is true, complete and correct.
Dated: December 2, 1997
NTC Liquidating Trust as defined in the
Second Amended Plan of Reorganization for
the Jointly Administered Debtors of CSI
Enterprises, Inc., Energy Fuels, Ltd., Oren
Lee Benton, Energy Fuels Exploration
Company, Nuexco Trading Corporation and
Energy Fuels Mining Joint Venture, pending
in the United States Bankruptcy Court for
the District of Colorado, administered
under Case No. 95-11642-CEM.
By: /s/ David J. Beckman
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David J. Beckman, not individually, but
solely as Liquidating Trustee
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