SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. )*
KTI, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
482689205
(CUSIP Number)
Howard E. Sullivan III, Esq.
411 West Putnam Avenue
Greenwich CT 06830
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 23, 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 this 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 less than five percent 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 any 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 purposes 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).
Page 1 of 10 Pages
<PAGE>
- --------------------------------------------------------------------------------
CUSIP No. 482-689-205 Page 2 of 10 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Wexford KTI LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(Intentionally Omitted)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF None
----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 629,469
----------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
REPORTING None
----------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
629,469
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
629,469
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.34%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
CUSIP No. 482-689-205 Page 3 of 10 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Wexford Management LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(Intentionally Omitted)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF None
----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 629,469
----------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
REPORTING None
----------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
629,469
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
629,469
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.34%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
CUSIP No. 482-689-205 Page 4 of 10 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Joseph M. Jacobs
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(Intentionally Omitted)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF None
----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 629,469
----------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
REPORTING None
----------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
629,469
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
629,469
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.34%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
CUSIP No. 482-689-205 Page 5 of 10 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Charles E. Davidson
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(Intentionally Omitted)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF None
----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 629,469
----------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
REPORTING None
----------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
629,469
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
629,469
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.34%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
CUSIP No. 482-689-205 Page 6 of 10 Pages
- --------------------------------------------------------------------------------
Item 1. Security and Issuer.
The class of securities to which this statement relates is the common
stock, no par value (the "Common Stock"), of KTI, Inc. (the "Company"). The
Company is a New Jersey corporation with its principal executive offices at 7000
Boulevard East, Guttenberg, NJ 07093.
Item 2. Identity and Background.
(a) This statement is being filed by (i) Wexford KTI LLC, a Delaware
limited liability company (Wexford "KTI"), (ii) Wexford
Management LLC, a Connecticut limited liability company ("Wexford
Management"), (iii) Charles E. Davidson and (iv) Joseph M. Jacobs
(the individuals and entities referred to above, collectively,
the "Reporting Persons") with respect to shares of Common Stock
beneficially owned by the Reporting Persons.
(b) The principal business and office address for the Reporting
Persons is c/o Wexford Management LLC, 411 West Putnam Avenue,
Suite 125, Greenwich, Connecticut 06830.
(c) Wexford KTI is a Delaware limited liability company, the members
of which are private investment funds, Wexford KTI was organized
for the purpose of investing in the Debenture (as defined in item
3 below).
Wexford Management is the manager of Wexford KTI. Wexford
Management also serves as an investment advisor or sub-advisor to
the members of Wexford KTI.
Charles E. Davidson is chairman, managing member and a
controlling member of Wexford Management. Mr. Davidson owns 70%
of Wexford Management and is a controlling person or an investor
in a number of private companies, including certain members of
Wexford KTI and their controlling persons.
Joseph M. Jacobs is president, managing member and a controlling
member of Wexford Management. Mr. Jacobs also is a controlling
person or an investor in a number of private companies, including
certain members of Wexford KTI and their controlling persons.
(d) None of the Reporting Persons has during the last five years been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) None of the Reporting Persoms was 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 activites subject to, federal or
state securities laws or finding any violation with respect to
such laws.
(f) Mr. Davidson and Mr. Jacobs are United States citizens.
<PAGE>
- --------------------------------------------------------------------------------
CUSIP No. 482-689-205 Page 7 of 10 Pages
- --------------------------------------------------------------------------------
Item 3. Source and Amount of Funds or Other Consideration.
The members of Wexford KTI have contributed to the capital of Wexford
KTI from their respective funds. Wexford KTI purchased from the Company, in a
private transaction on October 23, 1996 for $5,000,000, an 8% Convertible
Subordinated Note due October 31, 2002 of the Company in the principal amount of
$5,000,000 (the "Debenture").
All or any portion of the unpaid principal amount of the Debenture and
accrued but unpaid interest thereon is convertible from time to time at the
holder's option, at any time before maturity. Conversion of the entire unpaid
principal would yield an aggregate of 617,665 shares of Common Stock at a
conversion price of $8.095 per share (subject to adjustment) as of the date
hereof. Conversion of accrued but unpaid interest thereon as of September
26,1997 would yield an additional 11,804 shares. The original conversion price
on October 23, 1996 of $8.50 per share has subsequently been adjusted as
provided in the Purchase Agreement.
The Company is obligated at any time after October 23, 1997, within 60
days following the written request of any holder(s) of an aggregate of at least
300,000 shares of Common Stock issued upon conversion of the Debenture, to file
a registration statement under the Securities Act of 1933 covering sales of
shares of such converted stock, and such additinal stock issuable upon
conversion of the Debenture. Further, if the Company proposes to register
certain of its equity securities, the Company is obligated, upon written request
of qualifying holders of the Debenture, to effect the registration of common
stock of the Company as such holders may request. The Company is required to
maintain the effectiveness of such registration statement(s) until the earlier
of (i) the date such shares have been properly disposed of or (ii) the
expiration of 180 days after such registraton statement becomes effective unless
extended. The Company is permitted to postpone the effectiveness of such
registration under certain circumstances.
Item 4. Purpose of Transaction.
The Reporting Persons have acquired the Debenture for investment
purposes. In addition, the Reporting Persons and their affiliates may in the
future acquire additional securities of KTI from time to time, if such
securities become available to them at favorable prices. Any such acquisitions
may be made through private purchases, in the open market or by any other means
deemed advisable, and may be at higher or lower prices than those paid for the
securities already acquired.
None of the Reporting Persons has any present plans or intentions with
respect to a merger, reorganization, liquidation, sale of assets or financing of
KTI or a change in the management, capitalization or distribution policy of KTI;
but each reserves the right to propose or undertake or paticipate in any of the
foregoing actions in the future.
Item 5. Interest in Securities of the Issuer.
As a result of Wexford KTI's acquistion of the Debenture, the Reporting
Persons may be deemed to own beneficially the respective percentages and numbers
of outstanding shares of Common Stock set forth below (on the basis of 6,920,799
shares of Common Stock of KTI issued and outstanding, which, based upon certain
publicly available information, is the number of shares outstanding as of August
12, 1997).
<PAGE>
- --------------------------------------------------------------------------------
CUSIP No. 482-689-205 Page 8 of 10 Pages
- --------------------------------------------------------------------------------
A. Wexford KTI LLC
(a) Aggregate numnber of shares of Common Stock beneficially owned:
Percentage: 8.34%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 629,469
3. Sole power to dispose or to direct the disposition: -0-
4. Shared power to dispose or to direct the disposition: 629,469
(c) There were no transactions by Wexford KTI during the past 60
days.
(d) Wexford KTI may be deemed to have the right to receive or the
power to direct the receipt of dividends from, or proceeds from
the sale of, the Common Stock.
(e) Not applicable.
B. Wexford Management LLC
(a) Aggregate number of shares of Common Stock beneficially owend:
Percentage: 8.34%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 629,469
3. Sole power to dispose or to direct the disposition: -0-
4. Shared power to dispose or to direct the disposition: 629,469
(c) There were no transactions by Wexford Management during the past
60 days.
(d) Wexford Mamagement may be deemed to have the right to receive or
the power to direct the receipt of dividends from, or proceeds
from the sale of, the Common Stock.
(e) Not applicable.
C. Joseph M. Jacobs
(a) Aggregate number of shares of Common Stock beneficially owend:
Percentage: 8.34%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 629,469
3. Sole power to dispose or to direct the disposition: -0-
4. Shared power to dispose or to direct the disposition: 629,469
(c) There were no transactions by Mr. Jacobs during the past 60 days.
(d) Mr. Jacobs may be deemed to have the right to receive or the
power to direct the receipt of dividends from, or proceeds from
the sale of, the Common Stock.
(e) Not applicable.
D. Charles E. Davidson
(a) Aggregate number of shares of Common Stock beneficially owend:
Percentage: 8.34%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 629,469
3. Sole power to dispose or to direct the disposition: -0-
4. Shared power to dispose or to direct the disposition: 629,469
(c) There were no transactions by Mr. Davidson during the past 60
days.
(d) Mr. Davidson may be deemed to have the right to receive or the
power to direct the receipt of dividends from, or proceeds from
the sale of, the Common Stock.
(e) Not applicable.
<PAGE>
- --------------------------------------------------------------------------------
CUSIP No. 482-689-205 Page 9 of 10 Pages
- --------------------------------------------------------------------------------
Wexford Management may, by reason of its status as manager of Wexford
KTI, be deemed to own beneficially the Common Stock of which Wexford KTI
possesses beneficial ownership.
Each of Charles E. Davidson and Joseph M. Jacobs may, by reason of his
status as a controlling person of Wexford Management, be deemed to own
beneficially the Common Stock of which Wexford KTI possesses beneficial
ownership.
Each of Charles E. Davidson, Joseph M. Jacobs and Wexford Management
shares the power to vote and to dispose of the shares of Common Stock Wexford
KTI beneficially owns.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
See items 2, 3, 4 and 5 above. In addition, the October 23, 1996
agreement for the purchase of the Debenture (the "Purchase Agreement") provides
that concurrently with the closing of the Purchase Agreement the Company shall
appoint to its board of directors Robert M. Davies, then a Senior Vice President
of Wexford Managment, and that so long as the Notes are outstanding it will,
subject to certain exceptions, nominate to its board of directors any senior
vice president or more senior officer of Wexford Management and shall use its
best efforts to cause such nominee to be elected. Mr. Davies resigned on May 9,
1997 and was replaced by Kenneth A. Rubin, a vice president of Wexford
Management. Mr. Rubin resigned as director on September 22, 1997. No replacement
has been elected as of the date hereof.
Item 7. Material to be Filed as Exhibits.
1. Exhibit I- Agreement pursuant to Rule 13d-(f)(l)(iii) filed herewith
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: September 29, 1997
WEXFORD KTI LLC
By: s/sArthur H. Amron
------------------
Name: Arthur H. Amron
Title: Vice President
WEXFORD MANAGMENT LLC
By: s/sArthur H. Amron
------------------
Name: Arthur H. Amron
Title: Senior Vice President
By: s/s Charles E. Davidson
-----------------------
By: s/sJoseph M. Jacobs
-------------------
<PAGE>
- --------------------------------------------------------------------------------
CUSIP No. 482-689-205 Page 10 of 10 Pages
- --------------------------------------------------------------------------------
1. Exhibit I - Agreement pursuant to Rule 13d-
1(f)(l)(iii) filed herewith
Pursuant to Rule 13-d-l(f)(l)(iii) of Regulation 13D-G of the General Rules
and Regulations of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, the undersigned agree that the statement to
which this Exhibit is attached is filed on behalf of each of them in the
capacities set forth below.
WEXFORD KTI LLC
By: s/sArthur H. Amron
------------------
Name: Arthur H. Amron
Title: Vice President
WEXFORD MANAGMENT LLC
By: s/sArthur H. Amron
------------------
Name: Arthur H. Amron
Title: Senior Vice President
By: s/s Charles E. Davidson
-----------------------
By: s/sJoseph M. Jacobs
-------------------
