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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. 1*)
KTI, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
482689205
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(CUSIP Number)
Bret R. Maxwell, 233 S. Wacker Drive, Suite 9500, Chicago, Illinois 60606
(312)258-1400
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 20, 1998
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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 that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section
240.13d-7(b) 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).
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SCHEDULE 13D
CUSIP No. 482689205 Page 2 of 10 Pages
1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Riverside Partnership 36-405-1881
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable.
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 482689205 Page 3 of 10 Pages
1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Environmental Private Equity Fund II, L.P. 36-383-0765
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable.
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
566,617*
NUMBER OF
8 SHARED VOTING POWER
SHARES
0
BENEFICIALLY
OWNED EACH 9 SOLE DISPOSITIVE POWER
REPORTING
566,617*
PERSON
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
566.617*
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
*SEE ITEM 5 HEREOF.
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Page 4 of 10 Pages
THIS SCHEDULE AMENDS A SCHEDULE 13D DATED JULY 14, 1997 (THE "ORIGINAL 13D").
Item 1. Security and Issuer.
This Schedule 13D is filed with respect to shares of Common Stock
("Common Stock") of KTI, Inc., a New Jersey corporation (the "Company"). The
Company's principal executive offices are located at 7000 Boulevard East,
Guttenberg, New Jersey 07093.
Item 2. Identity and Background.
This Schedule 13D is filed on behalf of Riverside Partnership, an
Illinois general partnership ("Riverside"), and Environmental Private Equity
Fund II, L.P., a Delaware limited partnership ("EPEF"). Riverside and EPEF
will be referred to collectively as the "Filing Parties." Each of the Filing
Parties maintains its principal offices at 233 South Wacker Drive, 9500 Sears
Tower, Chicago, Illinois 60606 ("Suite 9500"). The principal business of
each of the Filing Parties is venture capital and private equity investment.
In this Schedule 13D, the persons who have or share control of EPEF or
its general partner after looking through one or more intermediate
partnerships will be referred to as "ultimate general partners." The ultimate
general partners of EPEF are First Analysis Corporation, a Delaware
corporation ("FAC"), Bret R. Maxwell ("Maxwell"), BancAmerica Robertson
Stephens & Co. ("BARS"), Argentum Environmental Corporation ("AEC"), and
Schneur Z. Genack, Inc. ("SZG").
(a), (b) and (c). The following information is furnished with respect
to each person who takes executive actions on behalf of FAC with respect to
its functioning as an ultimate general partner of EPEF, and on behalf of
Maxwell personally, each of whom maintains Suite 9500 as his principal
business address:
NAME AFFILIATION WITH FAC
1. F. Oliver Nicklin President, Chief Executive Officer and
Director
2. Bret R. Maxwell Vice Chairman
Each of the above is principally employed as an executive of FAC. FAC's
principal business is participation in venture capital partnerships and the
provision of research investment services. Its principal business address is
Suite 9500.
(a), (b) and (c) (con't). AEC maintains its business address c/o The
Argentum Group ("TAG"), 405 Lexington Avenue, New York, New York 10174 (the
"TAG Address"). SZG maintains its business address at the TAG Address. The
persons who take actions on behalf of AEC and SZG with respect to their
functioning as ultimate general partners of EPEF are Schneur Z. Genack
("Genack"), Daniel Raynor ("Raynor") and Walter H. Barandiaran
("Barandiaran"). Each
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Page 5 of 10 Pages
of Raynor and Barandiaran is principally employed as an executive of TAG and
maintains his business address at the TAG address. TAG's principal business
is merchant banking. Genack is principally employed as a private investor.
Genack maintains his business address at 18 East 48th Street, Suite 1800, New
York, New York 10017.
(a), (b) and (c) (con't). BARS maintains its business address at One
Embarcadero Center, San Francisco, California 94111 (the "BARS Address").
The person who takes actions on behalf of BARS with respect to its
functioning as an ultimate general partner of EPEF is Charles R. Hamilton
("Hamilton"). Hamilton is principally employed as an employee of BARS.
Hamilton maintains his principal business address at the BARS Address.
BARS's principal business is investment banking.
(d) and (e) None of the Filing Parties or their general partners and,
to the best of each Filing Party's knowledge, none of the persons listed in
the responses to Items 2(a), (b) or (c) above has, during the last five
years, been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result
of such civil 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.
(f) To the best of each Filing Party's knowledge, each of the natural
persons listed in the responses to Items 2(a), (b) or (c) above is a citizen
of the United States, except for Barandiaran, who is a citizen of Peru.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
The securities of the Company held by EPEF were purchased as an
investment. EPEF may, in the future, purchase additional securities of the
Company or dispose of securities of the Company.
EPEF has no present plans or proposals that relate to or would result in
transactions of the kind described in paragraphs (a) through (j) of Item 4 of
Rule 13d-101 promulgated under the Securities Exchange Act of 1934, as
amended (the "1934 Act"). In the future, however, each of the Filing Parties
reserves the right to adopt such plans or proposals, subject to applicable
regulatory requirements, if any.
Item 5. Interest in Securities of the Issuer.
(a) (i) As of the date of this Schedule, Riverside owns no shares of the
Common Stock and may not be deemed to directly or indirectly beneficially own
any shares of Common Stock.
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Page 6 of 10 Pages
EPEF owns 318,700 shares of the Common Stock, 218,750 Warrants ("$9
Warrants") to purchase Common Stock at an exercise price of $9 per share, and
29,167 Warrants ("$10 Warrants") to purchase Common Stock at an exercise
price of $10 per share (the $9 Warrants and the $10 Warrants are sometimes
collectively referred to herein as the "Warrants"). Subject to the
assumptions described in the next sentence, EPEF owns 5.8% of the Common
Stock. Such percentage is computed assuming the exercise of all of the
Warrants held by EPEF and no exercise of options or warrants or conversion of
any convertible security held by any other person.
In addition, Genack holds 25,000 shares of Common Stock, 12,500 $9
Warrants, and 1,667 $10 Warrants. Assuming exercise of all Warrants held by
Genack, and no exercise of options or warrants or conversion of any
convertible security by any other person, Genack owns 0.4% of the Common
Stock.
(ii) By reason of their status as ultimate general partners of EPEF,
each of FAC, Maxwell, BARS, AEC and SZG, and the controlling persons Genack,
Raynor, Barandiaran and Hamilton, may be deemed to be the indirect beneficial
owner of 566,617 shares of Common Stock or 5.8% of such shares. By reason of
his status as the majority stockholder of FAC, F. Oliver Nicklin may also be
deemed to be the indirect beneficial owner of such shares.
(iii) Each of the Filing Parties disclaims beneficial ownership of all
shares described herein except those shares that are owned by the Filing
Party directly. The Filing Parties understand that each of the other persons
named as an officer, director, partner, ultimate general partner or other
affiliate of any Filing Party herein disclaims beneficial ownership of all of
the shares described herein, except for Genack with respect to the 25,000
shares of Common Stock and 14,167 Warrants held by him directly.
Each of the Filing Parties and each of their general partners disclaim
the existence of an "group" among any or all of them and further disclaim the
existence of a "group" among any or all of them and any or all of the other
persons named as an officer, director, partner or other affiliate of any
Filing Party, in each case within the meaning of Section 13(d)(3) of the 1934
Act.
(b) (i) Riverside does not have the sole power to vote and dispose of
any shares of Common Stock nor may it be deemed to share the power to vote or
dispose of any shares of Common Stock.
(ii) Subject to the exercise of the Warrants, EPEF has the sole power to
vote and dispose of 566,167 shares of Common Stock. FAC, Maxwell, BARS, AEC
and SZG may be deemed to share the power to vote or dispose of such shares.
(iii) Subject to the exercise of Warrants held by Genack, Genack has
the sole power to vote and dispose of 39,167 shares of Common Stock.
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Page 7 of 10 Pages
(c) (i) On February 5, 1998, the 437,500 and 25,000 shares of the
Company's Series A Preferred Stock previously held by Riverside and Genack,
respectively, were converted into an equal number of shares of Common Stock.
(ii) On March 11, 1998, Riverside sold 117,500 shares of Common Stock at
a price per share of $15-3/4.
(iii) On March 19, 1998, Riverside sold 1,300 shares of Common Stock
at a price per share of $16-7/8.
(iv) On March 20, 1998, Riverside used the proceeds from the sales
described in (ii) and (iii) above to repay the loaned funds borrowed under a
Secured Revolving Loan Agreement, a copy of which is attached to the Original
13D as Exhibit A, as described in Item 3 of the Original 13D. Upon repayment
of the loaned funds, beneficial ownership by Riverside of 318,700 shares of
Common Stock and 247,917 Warrants transferred to EPEF.
(d) None.
(e) On March 20, 1998, Riverside ceased to be the beneficial owner of
more than five percent of the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit D. Agreement with respect to joint filing of Amendment No. 1 to
Schedule 13D dated April 6, 1998. Page 9 of 10 pages.
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Page 8 of 10 Pages
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: April 6, 1998
RIVERSIDE PARTNERSHIP, an Illinois general
partnership
By: Riverside L.L.C., Managing General Partner
of Riverside Partnership
By: First Analysis Corporation, Manager of
Riverside L.L.C.
By: /s/ F. Oliver Nicklin
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F. Oliver Nicklin
Title: President
ENVIRONMENTAL PRIVATE EQUITY FUND II,
L.P., a Delaware limited partnership
By: Environmental Private Equity Management
II, L.P., General Partner of Environmental
Private Equity Fund II, L.P.
By: First Analysis EPEF Management Company II,
General Partner of Environmental
Private Equity Management II, L.P.
By: First Analysis Corporation, General Partner
of First Analysis EPEF Management
Company II
By: /s/ F. Oliver Nicklin
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F. Oliver Nicklin
Title: President
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Page 9 of 10 Pages
EXHIBIT D
AGREEMENT
The undersigned agree as follows:
(i) Each of them is individually eligible to use the Amendment No. 1 to
Schedule 13D (the "Amendment") to which this Agreement is attached, and such
Amendment is filed on behalf of each of them;
(ii) Each of them is responsible for the timely filing of such
Amendment and any amendments thereto, and for the completeness and accuracy
of the information concerning such person contained therein; but none of them
is responsible for the completeness or accuracy of the information concerning
the other persons making the filing, unless such person knows or has reason
to believe that such information is inaccurate;
(iii) Such Amendment identifies each such person, contains the required
information with regard to such person and indicates that it is filed on
behalf of all such persons; and
(iv) The execution and delivery of this Agreement does not and shall
not constitute an admission by the undersigned that they constitute a "group"
for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended, and the undersigned hereby disclaim such status.
Dated: April 6, 1998
RIVERSIDE PARTNERSHIP, an Illinois
general partnership
By: Riverside L.L.C., Managing General Partner
of Riverside Partnership
By: First Analysis Corporation, Manager
of Riverside L.L.C.
By: /s/ F. Oliver Nicklin
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F. Oliver Nicklin
Title: President
(signature lines continued on next page)
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Page 9 of 10 Pages
ENVIRONMENTAL PRIVATE EQUITY FUND
II, L.P., a Delaware limited partnership
By: Environmental Private Equity Management II,
L.P., General Partner of
Environmental Private Equity Fund II, L.P.
By: First Analysis EPEF Management Company
II, General Partner of Environmental
Private Equity Management II, L.P.
By: First Analysis Corporation, General
Partner of First Analysis EPEF
Management Company II
By: /s/ F. Oliver Nicklin
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F. Oliver Nicklin
Title: President
