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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
RT Industries, Inc.
----------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
74974G
----------------------------------------
(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)
October 25, 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 [ ].
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. 74974G Page 2 of Page 8
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 Reporting of material decrease in
SHARES beneficial ownership 750,000 Common Shares
BENEFICIALLY Warrant to purchase additional 1,180,000 Common Shares
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING None
PERSON
WITH 9 SOLE DISPOSITIVE POWER Reporting of material decrease
in beneficial ownership 750,000 Common Shares
Warrant to purchase additional 1,180,000 Common Shares
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,930,000 Common Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.9%
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. 74974G Page 3 of Page 8
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 -- Reportnig 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 corporation
NUMBER OF 7 SOLE VOTING POWER Reporting of material decrease
SHARES in benefical ownership 750,000 Common Shares
BENEFICIALLY Warrant to purchase additional 1,180,000 Common Shares
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING None
PERSON
WITH 9 SOLE DISPOSITIVE POWER Reporting of material decrease
in beneficial ownership 750,000 Common Shares
Warrant to purchase additional 1,180,000 Common Shares
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,930,000 Common Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.9%
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. 74974G Page 4 of Page 8
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 Reporting of material decrease in
SHARES beneficial ownership 750,000 Common Shares
BENEFICIALLY Warrant to purchase additional 1,180,000 Common Shares
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING None
PERSON
WITH 9 SOLE DISPOSITIVE POWER Reporting of material decrease
in beneficial ownership 750,000 Common Shares
Warrant to purchase additional 1,180,000 Common Shares
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,930,000 Common Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.9%
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.
This statement relates to shares of Common Stock, par value $.001 per
share (the "Shares"), of RT Industries, Inc. (the "Issuer"), having its
principal executive offices at 1875 East Lake Mary Boulevard, Sanford,
Florida 32773.
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 a material decrease
by Elmgrove in beneficial ownership of the Issuer. Pursuant to an agreement
dated October 25, 1996 between Elmgrove and Ronald Tygar, former President
of the Issuer, Elmgrove released to Mr. Tygar 76,247 Option Shares (defined
below), which Option Shares were to be held in escrow pursuant to an Escrow
Agreement. Upon the sale of the Option Shares by Mr. Tygar, Mr. Tygar shall
receive the first $1.00 per share of the sale price and Elmgrove will
receive any amounts in excess of the first $1.00 per share of the sale
price.
Pursuant to an agreement dated November 25, 1996 between Elmgrove and
Mr. Tygar Elmgrove released to Mr. Tygar an additional 685,827 Option
Shares, which shares were to be held in escrow pursuant to an Escrow
Agreement. Upon the sale of the Option Shares Mr. Tygar is entitled to
receive the aggregate sum of $811,496 plus an amount equal to any late fees
owed by Elmgrove to Mr. Tygar under that certain promissory note of Elmgrove
in the principal amount of $650,000 payable to Mr. Tygar with interest at a
rate of 10% per annum.
The Option Shares were originally acquired by Elmgrove in October of
1995 when Elmgrove agreed to purchase from Ronald Tygar and his wife,
Francine Tygar, 750,000 shares of the Common Stock of Issuer owned by Mr.
and Mrs. Tygar (the "Original Shares") in exchange for $115,000 in cash and
a promissory note in the principal amount of $650,000, payable in six months
with interest at a rate of 10% per annum (the "Note"). In connection with
that transaction, Elmgrove obtained a two year option to purchase 762,074
shares of the Common Stock of the Issuer from Mr. and Mrs. Tygar (the
"Option Shares").
As a result of the aforementioned transactions, Elmgrove now
beneficially owns none of the Option Shares.
4. Purpose of Transaction.
This statement relates to a material decrease by Elmgrove in the
ownership of the Option Shares, as set forth above.
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)
other than as set forth above, 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.
By virtue of their relationship as President of the sole General
Partner of Elmgrove, Mr. Sherman, the General Partner and Elmgrove may be
deemed to each exercise sole voting power over the Shares. Hence, each of
Mr. Sherman, the General Partner and Elmgrove, respectively, may
beneficially own 1,930,000 shares, representing beneficial ownership of
approximately 21.9% of the Issuer's issued and outstanding Common Stock
(based upon the 7,624,754 shares reported to be outstanding as of November
14, 1996 in the Form 10-QSB of the Issuer filed on December 20, 1996, and
the 1,180,000 shares issuable upon exercise of certain warrants held by
Elmgrove).
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.
Mr. Sherman was Chairman of the Board of the Issuer from October 1995
through February 1996.
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
January 23, 1997 Mandel Sherman, President
Date
Miss Sloan Capital, Ltd.
January 23, 1997 By: /s/ Mandel Sherman
Date Mandel Sherman, President
January 23, 1997 /s/ Mandel Sherman
Date Mandel Sherman
