SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Reconditioned Systems, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
75624035
(CUSIP Number)
Mr. Jonas Siegel
Granite Capital, L.P.
126 East 56th Street, 25th Floor
New York, New York 10022
(212) 407-3352
(Name, address and telephone number of person
authorized to receive notices and communications)
August 12, 1996
(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 the
statement [x]. (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.)
Page 1 of 6 Pages
<PAGE
13D
CUSIP No.
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON Granite Capital, L.P.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
WC
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER 231,117
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER 231,117
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 231,117
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 15.7%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 6 Pages
<PAGE>
Item 1. Security and Issuer
This statement on Schedule 13D ("Schedule 13D") is being filed
with respect to the Common Stock, par value [$.01] per share (the "Common
Stock"),of Reconditioned Systems, Inc., an Arizona corporation (the "Company"),
whose principal executive offices are located at 444 West Fairmont, Tempe,
Arizona 85282.
Item 2. Identity and Background
(a) This Schedule 13D is being filed on behalf of Granite Capital,
L.P., a Delaware limited partnership ("Granite Capital"). The current general
partners of Granite Capital are Lewis M. Eisenberg and Walter F. Harrison, III,
each of whom is a United States citizen.
(b) The business address of Granite Capital and Messrs. Eisenberg
and Harrison is 126 East 56th Street, 25th Floor , New York, New York 10022.
(c) Granite Capital is a private investment limited partnership.
The principal occupation of Granite Capital is investing primarily in equities.
Messrs. Eisenberg and Harrison are co-chairmen of Granite Capital International
Group L.P. ("Granite International"). The primary occupations of Messrs.
Eisenberg and Harrison are to act as the principals in the business of Granite
International.
(d) Neither Granite Capital nor either of Messrs. Eisenberg or
Harrison has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) Neither Granite Capital nor either of Messrs. Eisenberg or
Harrison has, during the last five years, been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as 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 a finding of any violation
with respect to such laws.
Page 3 of 6 Pages
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Item 3. Source and Amount of Funds or Other Consideration
The Common Stock was acquired upon the mandatory conversion of the
Series A Convertible Preferred Stock, no par value per share (the "Preferred
Stock"), and all accrued and unpaid dividends thereon, which Granite Capital
formerly owned, on August 12, 1996. The Preferred Stock was purchased in 1994
and the source of funds therefor was Granite Capital's capital. The total
amount of funds used by Granite Capital to purchase the Preferred Stock owned by
it was $480,011.
Item 4. Purpose of Transaction
The purpose of the acquisition of the shares of Preferred Stock by
Granite Capital was for investment. Granite Capital intends to review its
holdings with respect to the Company on a continuing basis. Depending on
Granite Capital's evaluation of the Company's business and prospects, and
upon future developments (including, but not limited to, market prices of
the shares of the Common Stock and availability and alternative uses of
funds, as well as conditions in the securities markets and general economic
and industry conditions), Granite Capital may acquire other securities of the
Company; sell all or a portion of its shares of Common Stock or other
securities of the Company, now owned or hereafter acquired, or maintain its
position at current levels.
Granite Capital has no present plans or proposals which relate to, or
would result in, any of the matters enumerated in paragraphs (b) through (j),
inclusive, of Item 4 of Schedule 13D. Granite Capital may, at any time and
from time to time, review or reconsider its position with respect to the
Company, and formulate plans or proposals with respect to any such matters.
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on August 12, 1996, Granite Capital
owned, within the meaning of Rule 13d-3 under the Exchange Act, 231,117 shares
of the Common Stock.
(b) Granite Capital has the sole power to vote and dispose of the
231,117 shares of Common Stock owned by it.
Page 4 of 6 Pages
<PAGE>
(c) Granite Capital purchased 106,669 shares of Preferred Stock
from the Company on February 26, 1994 pursuant to a Stock Purchase Agreement,
dated as of February 26, 1994 (the "Agreement"), among the Company, Granite
Capital and the other purchasers of the Preferred Stock listed in Schedule A to
the Agreement. In consideration for the 106,669 shares of Preferred Stock,
Granite Capital paid $4.50 per share for a total of $480,011.
As a result of the approval of certain proposals at the annual
meeting of shareholders of the Company on August 5, 1996, the Preferred Stock
was automatically converted into shares of Common Stock on the basis of 13
shares of Common Stock for each share of Preferred Stock. Immediately
following this conversion, a one-for-six reverse stock split, which applied
to all shareholders, became effective. As a result, Granite Capital received
2 and 1/6 shares of Common Stock for each share of Preferred Stock, and any
fractional shares were rounded up.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
Other than as described herein, there are no contracts, understandings or
relationships (legal or otherwise) among the persons named in Item 2 hereof and
between such persons or any person with respect to any securities of the
Company, including but not limited to transfer or voting of any of the Common
Stock, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. Material To Be Filed As Exhibits
Not applicable.
Page 5 of 6 Pages
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SIGNATURE
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: September 3, 1996
GRANITE CAPITAL, L.P.
By: /s/ Walter F. Harrison, III
Walter F. Harrison, III
General Partner
By: /s/ Lewis M. Eisenberg
Lewis M. Eisenberg
General Partner
Page 6 of 6 Pages
