SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
SPS Technologies, Inc.
____________________________________________________________
(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
____________________________________________________________
(Title of Class and Securities)
784626 10 3
___________________________________________________________
(CUSIP Number of Class of Securities)
John F. Keane
Tinicum Enterprises, Inc.
990 Stewart Avenue
Garden City, New York 11530
(516) 222-2874
_____________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Paul T. Schnell, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
August 26, 1994
____________________________________________________________
(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 Statement because of Rule d-1(b)(3) or
(4), check the following box: ( )
Check the following box if a fee is being paid with this
Statement: ( )
SCHEDULE 13D
CUSIP No. 784626 10 3
_________________________________________________________________
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
TINICUM ENTERPRISES, INC. 13-3506390
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
WC, BK
_________________________________________________________________
(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 214,000
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 214,000
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
214,000
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.19%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 784626 10 3
_________________________________________________________________
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
TINICUM INVESTORS 13-3466414
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
WC, BK
_________________________________________________________________
(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 73,904
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 73,904
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,904
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.45%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
PN
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 784626 10 3
_________________________________________________________________
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
TINICUM ASSOCIATES, G.P. 11-3114338
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
NOT APPLICABLE
_________________________________________________________________
(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 0
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 0
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
PN
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 784626 10 3
_________________________________________________________________
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
TINICUM FOREIGN INVESTMENTS CORPORATION 13-3487624
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
NOT APPLICABLE
_________________________________________________________________
(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 0
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 0
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 784626 10 3
_________________________________________________________________
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
RUTCO INCORPORATED 13-3527510
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
NOT APPLICABLE
_________________________________________________________________
(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 0
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 0
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 784626 10 3
_________________________________________________________________
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
RIT CAPITAL PARTNERS plc
_________________________________________________________________
(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
UNITED KINGDOM
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF 0
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 132,311
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 0
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
132,311
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
132,311
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.59%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IV
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 784626 10 3
_________________________________________________________________
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
J. ROTHSCHILD CAPITAL MANAGEMENT LIMITED
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
NOT APPLICABLE
_________________________________________________________________
(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 KINGDOM
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF 0
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 132,311
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 0
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
132,311
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( X )
SEE ITEM 5
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 784626 10 3
_________________________________________________________________
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ST. JAMES'S PLACE CAPITAL plc
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
NOT APPLICABLE
_________________________________________________________________
(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 KINGDOM
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF 0
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 0
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( X )
SEE ITEM 5
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
HC
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 784626 10 3
_________________________________________________________________
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
PUTNAM L. CRAFTS, JR. ###-##-####
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
PF
_________________________________________________________________
(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
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF 84,085
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 84,085
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,085
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.65%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 784626 10 3
_________________________________________________________________
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
JAMES H. KASSCHAU ###-##-####
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
NOT APPLICABLE
_________________________________________________________________
(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
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF 0
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 0
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
This statement amends and supplements the State-
ment on Schedule 13D (the "Schedule 13D") filed with the
Securities and Exchange Commission by Tinicum Enterprises,
Inc., a Delaware corporation, Tinicum Investors L.P., a
Delaware limited partnership, RIT Capital Partners plc, a
United Kingdom corporation, J. Rothschild Holdings plc, a
United Kingdom corporation, J. Rothschild Capital Management
Limited, a United Kingdom corporation, St. James's Place
Capital plc, a United Kingdom corporation, and Mr. Putnam L.
Crafts, Jr. in connection with their ownership of shares of
common stock, par value $1.00 per share, of SPS Technolo-
gies, Inc., a Pennsylvania corporation. Unless otherwise
defined herein, all capitalized terms used herein shall have
the meanings ascribed to them in the Schedule 13D. Pursuant
to Rule 13d-2(c) of the General Rules and Regulations of the
Exchange Act and Item 101(a)(2)(ii) of Regulation S-T, the
text of the Schedule 13D and Amendments Nos. 1 through 5
thereto has been restated in its entirety and attached
hereto as Annex A.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and restated in its
entirety to read as follows:
(a)-(c), (f). This statement is being filed by
Tinicum Enterprises, Inc., a Delaware corporation ("Enter-
prises"), Tinicum Investors, a Delaware general partnership
and the successor in interest to Tinicum Investors, L.P.
("Investors"), RUTCO Incorporated, a Delaware corporation
("RUTCO"), Tinicum Foreign Investments Corporation, a Dela-
ware corporation ("Foreign"), Tinicum Associates, G.P., a
Delaware general partnership ("Associates"), RIT Capital
Partners plc, a United Kingdom corporation ("RIT"), J.
Rothschild Capital Management Limited, a United Kingdom
corporation ("JRCML"), St. James's Place Capital plc, a
United Kingdom corporation ("SJPC"), Mr. Putnam L. Crafts,
Jr. ("Mr. Crafts") and Mr. James H. Kasschau ("Mr.
Kasschau").
Enterprises, Investors, RUTCO, Foreign, Associ-
ates, RIT, JRCML, SJPC, Mr. Crafts and Mr. Kasschau are
hereinafter collectively referred to as the "Reporting
Persons," Enterprises, Investors, RUTCO, Foreign, Associ-
ates and Mr. Kasschau are hereinafter referred to as the
"Tinicum Reporting Persons" and RIT, JRCML and SJPC are
hereinafter referred to as the "Rothschild Reporting Per-
sons." Any disclosures herein with respect to persons other
than the Reporting Persons are made on information and
belief after making inquiry to the appropriate party.
Enterprises is a private investment company, one-
third of the voting stock of which is owned by each of Eric
M. Ruttenberg, Hattie Ruttenberg and John C. Ruttenberg.
Investors is a private investment company. The
general partners of Investors are Eric M. Ruttenberg (manag-
ing partner), John C. Ruttenberg, Hattie Ruttenberg and
Katherine T. Ruttenberg. Katherine T. Ruttenberg is a
private investor and United States citizen. Her business
address is 990 Stewart Avenue, Garden City, New York 11530.
Tinicum Incorporated, a New York corporation ("Tinicum"),
acts as a management company for Investors and other affili-
ated entities.
RUTCO is a private investment company, which is
wholly-owned by Derald H. Ruttenberg.
Foreign is a private investment company, one-fifth
of the voting stock of which is owned by each of Derald H.
Ruttenberg, Eric M. Ruttenberg, Hattie Ruttenberg, John C.
Ruttenberg and Katherine T. Ruttenberg.
Associates is a private investment company. The
general partners of Associates are Tinicum Associates, Inc.,
a Delaware corporation and the managing general partner of
Associates ("Tinicum Associates"), and John C. Ruttenberg.
Tinicum Associates is a private investment company, one-
third of the voting stock of which is owned by each of Eric
M. Ruttenberg, Katherine T. Ruttenberg and Hattie
Ruttenberg.
The address of the principal place of business and
of the principal office of Tinicum, Tinicum Associates and
the Tinicum Reporting Persons is 990 Stewart Avenue, Garden
City, New York 11530. The business address, principal
employment or occupation and citizenship of Eric M.
Ruttenberg, Derald H. Ruttenberg, John C. Ruttenberg, Hattie
Ruttenberg and each of the officers and directors of Enter-
prises, RUTCO, Foreign, Tinicum and Tinicum Associates is
set forth in Schedule I hereto and incorporated herein by
reference.
RIT is an investment company that invests princi-
pally in securities primarily of United Kingdom and United
States corporations. JRCML is an investment management
company, which has a discretionary fund management agreement
with RIT. SJPC, the holding company of JRCML, is an invest-
ment company with interests in companies engaged in invest-
ment holding, investment dealing, life assurance and fund
management. The address of the principal business and of
the principal office of each of the Rothschild Reporting
Persons is 27 St. James's Place, London SW1A 1NR.
The names, business address, present principal
employment or occupation and citizenship of each of the
executive officers and directors of the Rothschild Reporting
Persons are set forth in Schedule II attached hereto and
incorporated herein by reference.
Mr. Crafts is a private investor and United States
citizen. His business and residence address is 130 Stevens
Lane, Far Hills, NJ 07931.
Mr. Kasschau's present business address is 990
Stewart Avenue, Garden City, New York 11530 and his present
principal employment is as President of Enterprises. Mr.
Kasschau is a United States citizen.
(d) and (e). During the last five years, none of
the Reporting Persons (or to the best knowledge of the
Reporting Persons, the persons listed in Schedules I and II
hereto) has (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or
(ii) 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 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and supplemented by
adding the following:
The Reporting Persons expect to enter into a
Standby Purchase Agreement (the "Standby Agreement") with
the Issuer, pursuant to which the Tinicum Reporting Persons
and Mr. Crafts (together, the "Standby Purchasers") would
agree, among other things and subject to the terms and
conditions set forth therein, to (i) exercise all transfer-
rable subscription rights (the "Rights") received by them as
a result of the Issuer's pro-rata distribution of Rights for
the purchase of Shares (together with associated rights
under the Company's Rights Agreement, the "Underlying
Shares") to its shareholders (the "Rights Offering") and
(ii) purchase any Underlying Shares remaining unpurchased by
the Issuer's other shareholders after the expiration of the
Rights Offering. In connection with the Standby Agreement,
the Issuer would (i) amend the Rights Agreement as described
below and (ii) enter into the Registration Rights Agreement
(the "Registration Rights Agreement") described below.
Forms of the Standby Agreement and Registration
Rights Agreement are filed herewith as Exhibits 7 and 8,
respectively. The following summary of the terms of such
agreements is not intended to be complete and is qualified
in its entirety by reference to the full text of the forms
of such agreements which are incorporated herein by refer-
ence.
A. The Rights Offering.
On August 24, 1994, the Issuer publicly announced
the proposed distribution to each holder of its Shares, on a
pro-rata basis, of Rights to subscribe for and purchase the
Underlying Shares at a purchase price that is expected to be
below the market price of the Shares on the date the Rights
are distributed to Shareholders (the "Subscription Price").
Each holder of Rights would be entitled to purchase at the
Subscription Price, on or prior to the date the Rights
expire (the "Expiration Date"), one Share for each Right
held (the "Subscription Privilege"). The Issuer currently
anticipates distributing one Right for every ten Shares
outstanding at the close of business on the record date for
the distribution. Accordingly, an aggregate of approximate-
ly 515,000 Rights would be distributed representing the
right to purchase approximately 515,000 Underlying Shares
(consisting entirely of shares of the Issuer's treasury
stock) pursuant to the exercise of Rights and pursuant to
the Standby Agreement. The Issuer has filed with the Secu-
rities and Exchange Commission (the "SEC") a registration
statement on Form S-3 (the "Registration Statement") for the
registration of the Underlying Shares under the Securities
Act of 1933, as amended. The Issuer expects that the Rights
would be listed for trading on the New York Stock Exchange.
B. Standby Agreement.
Upon execution of the Standby Agreement, the
Standby Purchasers would agree, subject to the satisfaction
of certain conditions to (i) exercise all Rights distributed
to them and (ii) purchase from the Issuer any and all Under-
lying Shares remaining unsold after the Expiration Date. In
consideration for acting as the contingent standby purchaser
in connection with the Rights Offering, the Standby Purchas-
ers would receive from the Issuer a fee of approximately
$65,000 in addition to the contractual benefits described
below. The Standby Purchasers may acquire Rights (in the
open market and/or privately negotiated transactions) from
other shareholders prior to the Expiration Date and exercise
the Subscription Privilege associated with such Rights.
After the Expiration Date, the Reporting Persons may pur-
chase or sell Shares subject to the limitations imposed by
the Standby Agreement and described below.
(1) Rights Agreement Amendment.
Pursuant to the Standby Agreement, the Issuer
would agree to amend the Rights Agreement as necessary to
permit the Reporting Persons and their affiliates to acquire
or beneficially own Shares representing an aggregate of up
to twenty percent (20%) (subject to increase in certain
circumstances, the "Percentage Limitation") of the total
voting power for the general election of directors of the
Issuer (the "Total Voting Power"). The Percentage Limita-
tion would be subject to increase in certain circumstances,
including in the event that the Issuer subsequently amends
the Rights Agreement or otherwise permits another person to
acquire or beneficially own Shares representing eighteen
percent (18%) or more of the Total Voting Power, in which
case the Percentage Limitation would generally be automati-
cally increased to 110% of the percentage of Total Voting
Power that such other person would be permitted to acquire
or beneficially own.
The Standby Agreement would further provide for
the Issuer's Board to take all necessary and appropriate
action to ensure that the restrictions on business combina-
tions set forth in Subchapter F of Chapter 25 of the Penn-
sylvania Business Corporation Law would not apply to the
Reporting Persons or their affiliates in the event that such
persons acquire Shares which represent in excess of 20% of
the Total Voting Power; provided, that such ownership does
not exceed the Percentage Limitation.
The Issuer would also agree for a period of ap-
proximately six years (i) to amend the Rights Agreement as
necessary to permit the Reporting Persons and their affili-
ates to acquire or beneficially own Shares with voting power
up to the Percentage Limitation and (ii) not to take any
action to prevent or interfere with the Reporting Persons'
and their affiliates' ability to acquire, or their rights
with respect to, such Shares.
(2) Standstill Provisions.
Pursuant to the Standby Agreement, the Reporting
Persons would agree, among other things, that for a period
of approximately six years neither they nor their affiliates
would (i) participate in any solicitation of proxies or the
making of any shareholder proposal, or seek to obtain any
list of the Issuer's shareholders; (ii) enter into any
voting agreements or arrangements with respect to Shares
(other than the voting agreement contemplated by the Standby
Agreement and described below); (iii) participate in any
group of shareholders of the Issuer (other than the group
identified in the Schedule 13D); (iv) except as expressly
contemplated in the Standby Agreement, make any offer or
proposal to acquire the Issuer, its securities or assets or
seek to effect a business combination or any restructuring,
recapitalization or other extraordinary transaction involv-
ing the Issuer; (v) except as described below, seek repre-
sentation on the Issuer's Board or the removal of any direc-
tors or a change in the composition or size of the Issuer's
Board; (vi) make any request, requiring public disclosure,
to amend or waive any provision of the Standby Agreement;
(vii) disclose any intent, purpose, plan or proposal with
respect to the Issuer, its Board, management, policies,
affairs, securities or assets or the Standby Agreement that
if effected would result in a violation of the foregoing;
(viii) take any actions challenging the validity or enforce-
ability of the Rights Agreement as in effect on the date of
the Standby Agreement (other than an action challenging the
validity or enforceability of any amendment to the Rights
Agreement effected after the date of the Standby Agreement)
or seeking a redemption of any rights issued under the
Rights Agreement; or (ix) assist, advise or encourage any
person with respect to any of the foregoing (collectively,
the "Standstill Provisions"). The Standby Agreement would
not prohibit the Reporting Persons from (i) making any offer
or proposal if requested to do so in writing by the Issuer's
Board or (ii) purchasing additional securities of the Issu-
er, provided that after giving effect to such purchase the
Reporting Persons and their affiliates do not beneficially
own Shares in excess of the Percentage Limitation. The
Standby Agreement would not prevent any Reporting Person or
any affiliate of a Reporting Person acting in his capacity
as a Director of the Issuer from discussing any matter
contemplated by the Standstill Provisions with the Issuer's
Board or from otherwise exercising his fiduciary duties as a
member of the Issuer's Board.
Notwithstanding the Standstill Provisions, if (i)
any person were to publicly make a bona fide offer to ac-
quire a majority of the outstanding Shares and the Issuer's
Board does not reject or otherwise take a position in oppo-
sition to the offer within 120 days after it is made and it
remains outstanding or (ii) any person were to make a bona
fide offer to acquire a majority of the Shares and the Board
either (A) has determined that accepting such offer is in
the best interests of the Issuer's shareholders or (B)
decides to seek competing offers or proposes to effect or
negotiate with any person a business combination or other
extraordinary transaction, the Standstill Provisions would
be deemed waived to the extent necessary to allow any Re-
porting Person or any affiliate of a Reporting Person to
make a competing offer.
(3) Voting Restrictions.
The Standby Agreement would also provide that for
a period of approximately six years (i) all Shares benefi-
cially owned by the Reporting Persons and their affiliates
would be voted in favor of the election of the persons
nominated by the Issuer's Board for election as directors of
the Issuer, except to the extent that such Shares are voted
in favor of the election of Eric M. Ruttenberg and any other
designees to which the Reporting Persons may be entitled
under the Standby Agreement in order to insure their elec-
tion to the Issuer's Board and (ii) all Shares beneficially
owned by the Reporting Persons and their affiliates other
than those Shares which represent up to ten percent (10%) of
the Total Voting Power (as to which the following would not
apply) would be voted in accordance with the recommendation
of a majority of the Issuer's entire Board with respect to
any matter submitted to the Issuer's shareholders for ap-
proval, except for any matter which pursuant to the Issuer's
Bylaws requires the approval of an 80% supermajority of the
Issuer's shareholders, with respect to which such Shares
would be voted pro rata in accordance with the vote of the
Issuer's other shareholders (excluding for purposes of
determining such pro rata allocation, any votes cast with
respect to any other Shares owned by the Reporting Persons
and their affiliates).
(4) Transfer Restrictions.
Pursuant to the Standby Agreement, the Reporting
Persons would also agree that for a period of approximately
six years neither they nor their affiliates would, directly
or indirectly, sell, transfer or otherwise dispose of Shares
which represent voting power in excess of ten percent (10%)
of the Total Voting Power to any one person in any transac-
tion or series of transactions unless such person were to
agree in writing to be bound by the terms of the Standby
Agreement. The foregoing provision would not apply to
certain dispositions including: (i) the tender or disposi-
tion of Shares in connection with a tender offer, merger,
consolidation or other extraordinary transaction involving
the Issuer and (ii) the disposition of Shares pursuant to
the exercise of registration rights provided for in the
Registration Rights Agreement. In addition, a Reporting
Person would be permitted to make a bona fide pledge of
Shares to an institutional lender for money borrowed.
(5) Board Representation.
Pursuant to the Standby Agreement, the Issuer
would agree that, for so long as the Reporting Persons and
their affiliates beneficially own Shares representing at
least ten percent (10%) of the Total Voting Power, the
Issuer would exercise all authority under applicable law to
cause Eric M. Ruttenberg (or such other nominee as may be
proposed by the Reporting Persons in the event Eric M.
Ruttenberg shall cease to serve as a Director) to be elected
or appointed to the Issuer's Board and to serve as a member
of the Executive, Executive Compensation and Stock Option,
Audit and Directors committees of the Issuer's Board. The
Issuer would also agree that, in the event that the size of
the Board of Directors of the Issuer were to be expanded
beyond eight (8) members, the Reporting Persons would have
the right to designate the first out of every three addi-
tional Directors and the Company would exercise all authori-
ty under applicable law to cause such designee(s) to be
elected or appointed to the Issuer's Board.
(8) Termination.
The Standby Agreement would be terminable in
certain circumstances by the Issuer and/or the Reporting
Persons prior to the consummation of the Rights Offering and
would otherwise terminate upon the earliest to occur of (i)
six years from the date of the Standby Agreement, (ii) the
date upon which the Reporting Persons and their affiliates
no longer beneficially own Shares representing in excess of
ten percent (10%) of the Total Voting Power and (iii) the
removal of the Reporting Person's designees to the Issuer's
Board in certain circumstances (in which case the provisions
described under B(1) above would survive until six years
after the date of the Standby Agreement.
C. The Registration Rights Agreement.
In connection with the transactions contemplated
by the Standby Agreement, the Issuer and the Reporting
Persons expect to enter into the Registration Rights Agree-
ment. Pursuant to the Registration Rights Agreement, the
Issuer would grant to the Reporting Persons and their affil-
iates certain demand and piggyback registration rights,
subject to and upon the terms and conditions set forth
therein. In addition, the Issuer would agree to pay all
Registration Expenses in connection with the exercise of
such registration rights, including the fees and expenses of
one counsel to the Reporting Persons. The Reporting
Persons' demand registration rights would not be exercisable
for a period of three years, but their piggyback registra-
tion rights would be immediately exercisable.
The Reporting Persons intend to acquire the Shares
pursuant to the Rights Offering and the Standby Agreement
for investment purposes because they view the Shares as an
attractive investment. In addition, the Standby Purchasers
may acquire Rights in the open market or in privately nego-
tiated transactions during the Rights Offering. The Report-
ing Persons intend to review their investment in the Issuer
on a continuing basis and, subject to limitations to be set
forth in the Standby Agreement, may (i) acquire additional
Shares in the open market or in privately negotiated trans-
actions or otherwise, (ii) maintain their holdings at cur-
rent levels or (iii) sell all or a portion of their holdings
in the open market or in privately negotiated transactions
(including, without limitation, pursuant to the registration
rights granted under the Registration Rights Agreement).
Any such actions would depend on, among other things, the
availability of Shares for purchase at satisfactory price
levels; the Reporting Persons' continuing review of the
Issuer's business, financial condition, operations and
prospects; general market and economic conditions; the
relative attractiveness of other investment opportunities;
the availability of financing; the receipt of certain ap-
provals and the satisfaction of certain reporting require-
ments under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended (if necessary) as well as other future
developments.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Item 6 is hereby amended and supplemented by
adding the following:
It is expected that, pursuant to discussions
between the Reporting Persons and the Issuer, the Standby
Agreement and the Registration Rights Agreement will be
executed when the Registration Statement is declared effec-
tive by the SEC. To the extent applicable, see the descrip-
tion of such agreements contained in Item 4 above and the
copy of the forms of each such agreement filed herewith as
Exhibits 7 and 8, respectively, and incorporated herein by
reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended and supplemented by
adding the following exhibits:
Exhibit 7: Form of Standby Agreement to be en-
tered into by and among the Issuer and the persons listed on
Schedules I and II thereto.
Exhibit 8: Form of Registration Rights Agreement
to be entered into by and among the Issuer and the persons
listed on Schedules I and II thereto.
Exhibit 9: Amended and Restated Joint Filing
Agreement, dated as of August 26, 1994, by and among the
Reporting Persons.
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: August 26, 1994
TINICUM ENTERPRISES, INC.
By: /s/ James H. Kasschau
James H. Kasschau
President
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: August 26, 1994
TINICUM INVESTORS
By: /s/ Eric M. Ruttenberg
Eric M. Ruttenberg
Managing Partner
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: August 26, 1994
RUTCO INCORPORATED
By: /s/ James H. Kasschau
James H. Kasschau
President
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: August 26, 1994
TINICUM FOREIGN INVESTMENTS CORPORATION
By: /s/ James H. Kasschau
James H. Kasschau
President
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: August 26, 1994
TINICUM ASSOCIATES, G.P.
By: Tinicum Associates, Inc.,
Managing Partner
By: /s/ James H. Kasschau
James H. Kasschau
President
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: August 26, 1994
RIT CAPITAL PARTNERS plc
By: /s/ J.W.P. Johnston
J.W.P. Johnston
Alternate Director for The Hon. C.P. Gibson
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: August 26, 1994
J. ROTHSCHILD CAPITAL MANAGEMENT LIMITED
By: /s/ J.W.P. Johnston
J.W.P. Johnston
Alternate Director for The Hon. C.P. Gibson
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: August 26, 1994
ST. JAMES'S PLACE CAPITAL plc
By: /s/ J.W.P. Johnston
J.W.P. Johnston
Company Secretary
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: August 26, 1994
/s/ Putnam L. Crafts, Jr.
Putnam L. Crafts, Jr.
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: August 26, 1994
/s/ James H. Kasschau
James H. Kasschau
EXHIBIT INDEX
Exhibit 7: Form of Standby Agreement to be en-
tered into by and among the Issuer and the persons listed on
Schedules I and II thereto.
Exhibit 8: Form of Registration Rights Agreement
to be entered into by and among the Issuer and the persons
listed on Schedules I and II thereto.
Exhibit 9: Amended and Restated Joint Filing
Agreement, dated as of August 26, 1994, by and among the
Reporting Persons.
SCHEDULE I
1. Directors and Executive Officers of Tinicum Enterprises, Inc.
("Enterprises"). The name, title and present principal occupa-
tion or employment of each of the directors and executive offi-
cers of Enterprises, and the name of the organization in which
such principal employment is conducted is set forth below. The
business address of each person listed below is 990 Stewart
Avenue, Garden City, New York 11530 and each person listed below
is a United States citizen. Directors are identified by an
asterisk. The business and address of Tinicum Incorporated and
Enterprises are not repeated in this table.
Present Principal
Name and Title Occupation or Employment
James H. Kasschau* President
President Tinicum Enterprises, Inc.
Eric M. Ruttenberg* Executive Vice President
Tinicum Incorporated
John F. Keane Controller
Secretary Tinicum Enterprises, Inc.
Edward R. Civello Tax Manager
Treasurer Tinicum Enterprises, Inc.
SCHEDULE I
2. Directors and Executive Officers of Tinicum Incorporated
("Tinicum"). The name, title and present principal occupation or
employment of each of the directors and executive officers of
Tinicum, and the name, principal business and address of any
organization in which such employment is conducted are set forth
below. Unless otherwise indicated, the business address of each
person listed below is 990 Stewart Avenue, Garden City, New York
11530 and each person listed below is a United States citizen.
Directors are identified by an asterisk. The business and
address of Tinicum and Enterprises are not repeated in this
table.
Name, Title and Present Principal
Business Address Occupation or Employment
John C. Ruttenberg* Executive
Assistant Secretary Silicon Graphics Inc.
One Cabot Road
Hudson, MA 01749
(design and manufacture of computer
workstations)
Eric M. Ruttenberg* Executive Vice President
Executive Vice President Tinicum Incorporated
James H. Kasschau President
President and Treasurer Tinicum Enterprises, Inc.
John F. Keane Controller
Assistant Secretary Tinicum Enterprises, Inc.
Hattie Ruttenberg* Attorney
Children's Defense Fund
25 E Street N.W.
Washington, DC 20001
SCHEDULE I
3. Directors and Executive Officers of RUTCO Incorporated
("RUTCO"). The name, title and present principal occupation or
employment of each of the directors and executive officers of
RUTCO, and the name of the organization in which such employment
is conducted is set forth below. The business address of each
person listed below is 990 Stewart Avenue, Garden City, New York
11530 and each of the persons listed below is a United States
citizen. Directors are identified by an asterisk. The business
and address of Tinicum and Enterprises are not repeated in this
table.
Present Principal
Name and Title Occupation or Employment
James H. Kasschau* President
President Tinicum Enterprises, Inc.
Eric M. Ruttenberg* Executive Vice President
Tinicum Incorporated
John F. Keane Controller
Secretary Tinicum Enterprises, Inc.
Edward R. Civello Tax Manager
Treasurer Tinicum Enterprises, Inc.
SCHEDULE I
4. Directors and Executive Officers of Tinicum Foreign Invest-
ments Corporation ("Foreign"). The name, title and present
principal occupation or employment of each of the directors and
executive officers of Foreign, and the name of the organization
in which such employment is conducted is set forth below. The
business address of each person listed below is 990 Stewart
Avenue, Garden City, New York 11530 and each person listed below
is a United States citizen. Directors are identified by an
asterisk. The business and address of Tinicum and Enterprises
are not repeated in this table.
Present Principal
Name and Title Occupation or Employment
James H. Kasschau* President
President Tinicum Enterprises, Inc.
Eric M. Ruttenberg* Executive Vice President
Tinicum Incorporated
John F. Keane Controller
Secretary Tinicum Enterprises, Inc.
Edward R. Civello Tax Manager
Treasurer Tinicum Enterprises, Inc.
SCHEDULE I
5. Directors and Executive Officers of Tinicum Associates, Inc.
("Tinicum Associates"). The name, title and present principal
occupation or employment of each of the directors and executive
officers of Tinicum Associates, and the name of the organization
in which such employment is conducted is set forth below. The
business address of each person listed below is 990 Stewart
Avenue, Garden City, New York 11530 and each person listed below
is a United States citizen. Directors are identified by an
asterisk. The business and address of Tinicum and Enterprises
are not repeated in this table.
Present Principal
Name and Title Occupation or Employment
James H. Kasschau* President
President Tinicum Enterprises, Inc.
Eric M. Ruttenberg* Executive Vice President
Tinicum Incorporated
John F. Keane Controller
Secretary Tinicum Enterprises, Inc.
Edward R. Civello Tax Manager
Treasurer Tinicum Enterprises, Inc.
SCHEDULE II
1. Directors and Executive Officers of RIT Capital Partners plc
("RITCP"). The name, business or residence address, principal occupa-
tion or employment and citizenship of each of the directors and
executive officers of RITCP and the name, address and principal
business of any organization in which such employment is conducted are
set forth below. The address and business description of St. James's
Place Capital plc ("SJPC") are not repeated in this table.
Directors
Business or Principal Occupation
Name Residence Address or Employment Citizenship
Lord Rothschild 27 St. James's Place Joint Chairman, British
(Chairman) London SW1A 1NR St. James's Place
England Capital plc
Charles Howard Swan House, Madeira Director, Stanhope British
Bailey Walk, Windsor Administration Limited
Berkshire SL4 1EU Swan House,Madeira Walk,
England Windsor, Berkshire
SL4 1EU (accounting and
administrative services);
Director, General Oriental
Investments Limited, P.O.
Box 309, Cayman Islands,
British West Indies
(investment company)
Anthony Herbert Sketchley plc Joint Deputy Executive South
Bloom 4 Harley Street Chairman, Sketchley African
London W1N 1AA plc, Rugby Road,
England Hinckley,
Leicestershire
LE10 2NE, England
(dry cleaning and related
industries)
Director, Rockridge
Consolidated Limited,
4 Harley Street
London W1N 1AA, England
(financial services)
Hon Clive 27 St. James's Place Director, British
Patrick Gibson London SW1A 1NR St. James's
England Place Capital plc
Baron Philippe Boulevard Jacques- President,Banque Belgian
Lambert Dalcroze 5, Bruxelles
CH-1211 Geneva 3 Lambert (Suisse) SA,
Switzerland Boulevard Jacques-
Dalcroze 5,
CH-1211, Geneva 5
Switzerland
(international bank)
Jean Pigozzi 10 Place du Grand- Private Investor, Italian
Mezel, 1204 Geneva, 10 Place du Grand-
Switzerland Mezel, 1204 Geneva,
Switzerland
(investment worldwide)
Spencer Nicholas High Hill House, Investment Adviser, British
Roditi 6 Hampstead High N Roditi & Co.
Street, London High Hill House,
NW3 1PR, England 6 Hampstead High Street
London NW3 1PR
(investment advisory)
Andrew Stafford- 27 St. James's Place Director USA
Deitsch London SW1A 1NR St. James's Place
England Capital plc
Chief Executive
Officer, J. Rothschild,
Wolfensohn & Co.
15 St. James's Place,
London SW1A 1NW
(corporate finance
advisory firm)
Sir Mark 27 St. James's Place Joint Chairman British
Weinberg London SW1A 1NR St. James's Place
England Capital plc Chairman,
J. Rothschild
Assurance plc,
J. Rothschild House,
Dolar Street, Cirencester
Gloucestershire
GL7 2AQ, England
(insurance company)
Executive Officer
John Walford 27 St. James's Place Company Secretary British
Philip Johnston London SW1A 1NR St. James's
England Place Capital plc
Compliance Officer,
St. James's Place Capital
group of companies
The Corporate Secretary of RITCP is J. Rothschild Administration
Limited
SCHEDULE II
2. Directors and Executive Officers of J. Rothschild Capital Manage-
ment Limited ("JRCMLL"). The name, business or residence address,
principal occupation or employment and citizenship of each of the
directors and executive officers of JRCML and the name, address and
principal business or any organization in which such employment is
conducted are set forth below. The address and business description
of SJPC are not repeated in this table.
Directors
Business or Principal Occupation
Name Residence Address or Employment Citizenship
Lord Rothschild 27 St. James's Place Joint Chairman, British
(Chairman) London SW1A 1NR St. James's Place
England Capital plc
Hon Clive 27 St. James's Place Director, British
Patrick Gibson London SW1A 1NR St. James's
England Place Capital plc
Andrew Stafford- 27 St. James's Place Director, USA
Deitsch London SW1A 1NR St. James's Place
England Capital plc
Chief Executive Officer,
J. Rothschild Wolfensohn
& Co.
15 St. James's Place
London SW1A 1NW
(corporate finance
advisory firm)
John Walford 27 St. James's Place Company Secretary, British
Philip Johnston London SW1A 1NR St. James's
England Place Capital plc
Compliance Officer
St. James's Place Capital
group of companies
Duncan William 27 St. James's Place Corporate Finance British
Allan Budge London SW1A 1NR Executive,
England St. James's Place
Capital plc
Donal Francis 27 St. James's Place Group Tax Manager, British
Connon London SW1A 1NR St. James's Place
England Capital group of
companies
Paul Richard 27 St. James's Place Director, British
Griffiths London SW1A 1NR J. Rothschild Capital
England Management Limited
The Corporate Secretary of JRCML is J. Rothschild Administration
Limited
SCHEDULE II
3. Directors and Executive Officers of St. James's Place Capital plc
("SJPC"). The name, business or residence address, principal occupa-
tion or employment and citizenship of each of the directors and
executive officers of SJPC, and the name, address and principal
business of any organization in which such employment is conducted are
set forth below. The address and business description of SJPC are not
repeated in this table.
Directors
Business or Principal Occupation
Name Residence Address or Employment Citizenship
Lord Rothschild 27 St. James's Place Joint Chairman, British
London SW1A 1NR St. James's Place
England Capital plc
The Viscount 149 Newlands Road, Chairman, British
Weir Cathcart, Glasgow The Weir Group plc
G44 4EX 149 Newlands Road,
Scotland Cathcart, Glasgow
G44 4EX, Scotland
(Engineers)
Nathaniel de 767 Fifth Avenue President, French
Rothschild New York, NY 10153 Nathaniel de
USA Rothschild Holdings
Ltd.
767 Fifth Avenue
New York, NY 10153
USA
Hon Clive 27 St. James's Place Director, British
Patrick Gibson London SW1A 1NR St. James's Place
England Capital plc
Anthonly David 27 St. James's Place Director, British
Loehnis, C.M.G. London SW1A 1NR St. James's Place
England Capital plc
Lord Rees-Mogg 17 Pall Mall Journalist British
London SW1Y 5NB
England
Andrew Stafford- 27 St. James's Place Director, USA
Deitsch London SW1A 1NR St. James's Place
England Capital plc
Chief Executive Officer,
J. Rothschild, Wolfenshohn
& Co.
15 St. James's Place
London SW1A 1NW
(corporate finance
advisory firm)
Maurice Edward Fairfax House Consultand, Saffery British
Hatch Fulwood Place Champness (Chartered
Gray's Inn Accountants)
London WC1V 6UB Fairfax House,
England Fulwood Place,
Gray's Inn,
London WC1V 6UB,
England
Sir Mark Aubrey 27 St. James's Place Joint Chairman, British
Weinberg London SW1A 1NR St. James's Place
England Capital plc
Chairman,
J. Rothschild
Assurance plc,
J. Rothschild House,
Dollar Street,
Cirencester,
Gloucestershire,
GL7 2AQ, England
(insurance company)
Executive Officer
John Walford 27 St. James's Place Company Secretary, British
Philip Johnston London SW1A 1NR St. James's
England Place Capital plc
Compliance Officer,
St. James's Place
Capital
group of companies
EXHIBIT 7
FORM OF STANDBY PURCHASE AGREEMENT
STANDBY PURCHASE AGREEMENT, dated as of ________, 1994 (the
"Agreement"), by and among the Persons listed on Schedule I
hereto (each a "Purchaser" and collectively the "Purchasers"),
the Persons listed on Schedule II hereto (each an "Investor" and
collectively the "Investors") and SPS Technologies, Inc., a
Pennsylvania corporation (the "Company"). Purchasers, Investors
and the Company are sometimes collectively referred to as the
"Parties" or individually as a "Party".
RECITALS
A. In connection with the raising of funds to reduce debt
under the Company's Bank Credit Agreement and for other corporate
purposes, the Company proposes to distribute to the record
holders of its common stock, par value $1.00 per share (the
"Common Stock"), subscription rights (the "Subscription Rights")
to subscribe for and purchase up to approximately 515,000 shares
of Common Stock (together with a like number of associated rights
under the Company's Amended Rights Agreement (as defined below),
the "Underlying Shares") at a purchase price of $______ per share
(the "Subscription Price").
B. The Company desires to sell to Purchasers, and
Purchasers desire to purchase from the Company all Underlying
Shares which, as of the date the Subscription Rights expire (the
"Expiration Date"), have not been subscribed for by the exercise
of the Subscription Rights (the "Remaining Shares").
C. The issuance of the Subscription Rights and the purchase
of the Common Stock upon the exercise of the Subscription Rights
are herein collectively referred to as the "Rights Offering".
D. Contemporaneously with the execution of this Agreement,
the Company will (i) amend the Rights Agreement dated as of
November 11, 1988, and amended by Amendment No. 1 thereto dated
as of January 22, 1991 between the Company and Mellon Bank (East)
N.A., as Rights Agent, by executing Amendment No. 2 thereto dated
as of ___________, 1994, substantially in the form attached
hereto as Exhibit ("Amendment No. 2") (collectively the
"Amended Rights Agreement"); and (ii) enter into the Registration
Rights Agreement among the Company, Purchasers and Investors,
dated as of ___________, 1994 (the "Registration Rights
Agreement").
E. The Rights Offering and the purchase of the Remaining
Shares by Purchasers pursuant to this Agreement, the Amended
Rights Agreement and the Registration Rights Agreement are herein
collectively referred to as the "Transactions".
NOW, THEREFORE, in consideration of the promises and the
mutual covenants and agreements of the Parties, and other good
and valuable consideration, the receipt and legal sufficiency of
which are hereby acknowledged, and subject to the terms and
conditions hereof, the Parties agree as follows:
1. TERMS OF THE RIGHTS OFFERING
The terms of the Rights Offering will be as follows:
1.1 The Rights Offering. The Company will distribute to
holders of Common Stock on the record date established by the
Board of Directors, Subscription Rights to subscribe for and
purchase the Underlying Shares. No fractional Subscription
Rights or cash in lieu thereof will be distributed or paid by the
Company.
1.2 Basic Subscription Privilege. Each holder of
Subscription Rights will be entitled to purchase at the
Subscription Price, on or prior to the Expiration Date (which
shall not be later than _________, 1994), one share of Common
Stock (and one (1) right issued pursuant to the Amended Rights
Agreement (the "Rights")) for each Subscription Right held (the
"Basic Subscription Privilege"). Purchasers shall exercise
Purchasers' Basic Subscription Privilege by payment in full of
the Subscription Price prior to the Expiration Date and otherwise
pursuant to the terms of this Agreement.
1.3 Registration Statement. The Company has filed with the
Securities and Exchange Commission ("SEC") a registration
statement on Form S-3 (as it has been and may be amended, the
"Registration Statement"), under the 1933 Act, including the
prospectus included therein (as it has been and may be amended,
the "Prospectus"), and (LIST OF AMENDMENTS, IF ANY), for the
registration under the 1933 Act of the offering and sale of the
Underlying Shares. The Company may file one or more amendments
to the Registration Statement or Prospectus, each of which will
be furnished to and consented to by Purchasers prior to the
filing thereof with the SEC, which consent shall not be
unreasonably withheld or delayed (it being understood that the
withholding of such consent shall be deemed to be reasonable if
the proposed amendment reflects a change in the size of the
Rights Offering, the Subscription Price, an extension of the
Expiration Date by more than twenty (20) days, or a material
modification of any other principal term of the Rights Offering).
1.4 Other Terms and Amendments to the Rights Offering.
Subject to the provisions of paragraphs 1.1 and 1.2, all other
terms of the Rights Offering are as described in the Prospectus.
2. PURCHASE AND SALE OF REMAINING SHARES
2.1 Purchase and Sale of Remaining Shares. Upon the terms
and conditions of this Agreement, the Company shall sell to
Purchasers, and Purchasers shall purchase from the Company the
Remaining Shares. The closing of the purchase of the Remaining
Shares by Purchasers (the "Closing"/"Closing Date") will take
place (i) on the fifth (5th) business day following the
Expiration Date, or (ii) at such other time and date as the
Parties may designate by mutual written agreement. At Closing,
the Company shall deliver to Purchasers (or their representative)
stock certificates representing the Remaining Shares registered
in the names and denominations requested by Purchasers in a
written notice delivered to the Company at least two (2) business
days prior to the Closing Date. Purchasers shall pay the
aggregate purchase price for the Remaining Shares by delivery to
the Company by wire transfer of immediately available funds in an
amount equal to the result obtained by multiplying (x) the
Subscription Price by (y) the number of Remaining Shares.
2.2 It is understood and agreed among the Parties that in
no event shall the total size of the Rights Offering exceed
515,000 shares or $_______________ in gross proceeds.
2.3 Purchasers' Acquisition and Beneficial Ownership of
Stock. Purchasers covenant and agree that Purchasers (i) will
exercise their Basic Subscription Privilege in full, and (ii)
will purchase the Remaining Shares at the Subscription Price at
Closing. Further, the Company acknowledges that (x) Purchasers
may acquire Subscription Rights from other shareholders and
exercise the Basic Subscription Privilege associated therewith
prior to the Expiration Date, and (y) Purchasers and Investors
may purchase shares of Common Stock after the Rights Offering.
3. Purchaser's and Investor's Representations and Warranties
3.1 Purchaser's and Investor's Representations and
Warranties. Each Purchaser and Investor individually represents
and warrants to the Company that:
3.1 (a) If such Purchaser or Investor is other than an
individual, such Purchaser or Investor is duly authorized and has
all requisite corporate or other power to execute, deliver and
perform this Agreement and the Registration Rights Agreement and
to consummate the Transactions contemplated hereby and thereby,
and no other corporate or other proceedings on the part of such
Purchaser or Investor are necessary;
3.1 (b) This Agreement and the Registration Rights
Agreement have been duly executed and delivered by such Purchaser
or Investor and, assuming due execution and delivery of this
Agreement and the Registration Rights Agreement by the Company,
each is a valid and binding agreement of such Purchaser or
Investor and is enforceable against such Purchaser or Investor in
accordance with its terms, except to the extent that (i)
enforcement hereof may be limited by (A) bankruptcy,
reorganization, insolvency, fraudulent transfer, moratorium or
other laws now or hereafter in effect relating to creditors'
rights generally, and (B) general principles of equity
(regardless of whether enforceability is considered in a
proceeding at law or in equity), and (ii) rights to contribution
and indemnification may be violative of the public policy
underlying any law, rule or regulation (including any federal or
state securities law, rule or regulation);
3.1 (c) If such Purchaser or Investor is other than an
individual, the execution, delivery and performance by such
Purchaser or Investor of this Agreement and the Registration
Rights Agreement and the purchase of and Beneficial Ownership of
the Common Stock by such Purchaser pursuant to this Agreement
does not violate or conflict with or result in a breach of or
constitute (or with notice or lapse of time or both constitute) a
default under such Purchaser's or Investor's certificate of
incorporation, partnership agreement or by-laws or similar
organizational documents;
3.1 (d) No consent, approval, waiver, permit, order or
authorization of, or registration, declaration, notification or
filing with any governmental authority is required, with respect
to such Purchaser or Investor acting individually or the
Purchasers or Investors acting collectively, in connection with
execution and delivery of this Agreement, the Rights Offering,
the Registration Rights Agreement and the Amended Rights
Agreement by Purchasers and Investors or the consummation of the
Transactions contemplated hereby and thereby by Purchasers and
Investors, except with respect to (i) the 1933 Act; (ii) the 1934
Act; (iii) the blue sky laws of various states; (iv) the
requirements of the New York Stock Exchange (the "Exchange
Requirements"); and (v) a "no action letter" to Purchasers from
the SEC with respect to Purchasers' compliance with the 1934 Act
in connection with purchases of Subscription Rights contemplated
by paragraph 2.3 hereof (the "No Action Letter");
3.1 (e) Such Purchaser is acquiring the Common Stock
for his or its own account for the purpose of investment and not
with a view to or for sale in connection with any distribution
thereof;
3.1 (f) The Transactions to be consummated pursuant to
this Agreement by Purchasers and Investors on or prior to the
Closing Date hereunder are not subject to the reporting
requirements of the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended (the "HSR Act"); and
3.1 (g) Purchasers have adequate capital to fulfill
their obligations under this Agreement.
3.2 Limited Representations and Warranties. Except as set
forth in this Section 3, the Purchasers and Investors make no
other representation, express or implied, to the Company.
4. Company's Representations and Warranties
4.1 Company's Representations and Warranties. The Company
represents and warrants to the Purchasers and Investors that:
4.1 (a) The Company is a corporation duly organized, in
good standing and presently subsisting under the laws of the
Commonwealth of Pennsylvania and has the corporate power to own
its respective properties and to carry on its respective
businesses as now being conducted, and is in good standing in
every jurisdiction in which the nature of the respective business
conducted or property owned by it makes such qualification
necessary, except for a failure which would not have a material
adverse effect on the business, financial condition, liabilities
or results of operations of the Company and its subsidiaries;
4.1 (b) The Company is duly authorized and has all
requisite corporate power to execute, deliver and perform this
Agreement, the Rights Offering, the Amended Rights Agreement and
the Registration Rights Agreement and to consummate each of the
Transactions contemplated hereby and thereby, and no other
corporate or other proceedings on the part of the Company are
necessary;
4.1 (c) Each of this Agreement, the Amended Rights
Agreement and the Registration Rights Agreement has been duly
executed and delivered by the Company, is a valid and binding
agreement of the Company, and assuming due execution and delivery
of this Agreement and the Registration Rights Agreement by the
Purchasers and Investors, is enforceable against the Company in
accordance with its terms, except to the extent that (i)
enforcement hereof may be limited by (A) bankruptcy,
reorganization, insolvency, fraudulent transfer, moratorium or
other laws now or hereafter in effect relating to creditors'
rights generally, and (B) general principles of equity
(regardless of whether enforceability is considered in a
proceeding at law or in equity), and (ii) rights to contribution
and indemnification may be violative of the public policy
underlying any law, rule or regulation (including any federal or
state securities law, rule or regulation);
4.1 (d) The execution, delivery and performance by the
Company of this Agreement, the Rights Offering, the Rights
Agreement and the Registration Rights Agreement do not violate or
conflict with or result in a breach of or constitute or give rise
to (or with notice or lapse of time or both constitute or give
rise to) a default or a right of acceleration or termination
under (i) the Articles of Incorporation or Bylaws (or any similar
organizational document) of the Company or any of its
subsidiaries, or (ii) any indenture, mortgage, bond, license,
lease, permit, loan or credit agreement or any other material
agreement to which the Company or any of its subsidiaries is a
party, or by which the Company or any of its subsidiaries, or any
of its or their properties or assets may be bound, or (iii) any
statute, law, rule or regulation or any judgment or award, or any
order, writ, injunction or decree pertaining to the Company or
any of its subsidiaries;
4.1 (e) No consent, approval, waiver, permit, order or
authorization of, or registration, declaration, notification or
filing with any governmental authority is required in connection
with the execution and delivery of this Agreement, the Rights
Offering, the Registration Rights Agreement and the Amended
Rights Agreement by the Company or the consummation of the
Transactions contemplated hereby and thereby by the Company,
except with respect to (i) the 1933 Act; (ii) the 1934 Act; (iii)
the blue sky laws of various states; and (iv) the Exchange
Requirements; and provided, however, that with respect to the HSR
Act, this representation is made in reliance upon and subject to
the accuracy of the representation set forth in Section 3.1(f).
4.1 (f) The Subscription Rights, when issued and
delivered in accordance with the terms of the Rights Offering,
will be validly issued, and no holder thereof is or will be
subject to personal liability by reason of being such a holder;
the Remaining Shares and the shares of Common Stock issuable upon
the exercise of the Subscription Rights and the Rights to be
issued in connection therewith, when issued or delivered and paid
for in accordance with the terms of the Rights Offering and this
Agreement, will be validly issued, fully paid and non-assessable,
and no holder thereof is or will be subject to personal liability
by reason of being such a holder; and the issuance of the
Remaining Shares and the shares of Common Stock issuable upon the
exercise of the Subscription Rights will not be subject to the
preemptive rights of any shareholder of the Company;
4.1 (g) The Company has taken all valid corporate
action to duly reserve such number of its authorized treasury
shares of Common Stock as are deliverable upon consummation of
purchases of Common Stock pursuant to the Rights Offering and
this Agreement, and such shares of Common Stock are listed on the
New York Stock Exchange in accordance with all Exchange
Requirements and will continue to be so listed after the sale
hereof to the Purchasers;
4.1 (h) The authorized capital stock of the Company
consists of 30,000,000 shares of Common Stock;
4.1 (i) As of the date hereof (i) 5,108,148 shares of
Common Stock are issued and outstanding, all of which are validly
issued, fully paid and non-assessable, and (ii) 1,253,458 shares
of Common Stock are held in Treasury, and except for the
Subscription Rights, the Rights and (_______) shares of Common
Stock issuable upon exercise of options granted pursuant to the
"SPS 1988 Long Term Incentive Stock Plan", as amended, there are
no options, warrants, preemptive rights or other rights, or
convertible securities outstanding providing for the issuance by
the Company of any Common Stock or agreements, arrangements or
commitments of any nature relating to the issued or unissued
capital stock of the Company or obligating the Company to issue
or sell any shares of capital stock or equity interest in the
Company;
4.1 (j) The Company has filed all proxy statements,
periodic reports and other documents required to be filed by it
under the 1934 Act (collectively the "SEC Reports") and has made
available to the Purchasers and Investors copies of its Annual
Report on Form 10-K for the fiscal years ended December 31, 1993
and 1992, its Quarterly Report on Form 10-Q for the quarters
ended March 31, 1994 and June 30, 1994, and the Company's Current
Report on Form 8-K dated January 5, 1994, each as filed with the
SEC;
4.1 (k) Each SEC Report is in compliance as to form in
all material respects with the requirements of its respective
report form and does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make
the statements therein in the light of the circumstances under
which they were made not misleading, except as may have been
amended or supplemented in a subsequently filed SEC Report filed
prior to the date hereof;
4.1 (l) The financial statements (including any related
schedules and/or notes) included or incorporated by reference in
the SEC Reports were prepared in accordance with generally
accepted accounting principles consistently applied (except as
indicated in the notes thereto) throughout the periods involved
and fairly present the consolidated financial condition, results
of operations and changes in financial position of the Company
and its subsidiaries as of the dates thereof and for the periods
ended on such dates (in each case subject, as to interim
statements, to changes resulting from year-end adjustments);
4.1 (m) There has been no material adverse change in
the business, financial condition, liabilities, or results of
operations of the Company and its subsidiaries from that set
forth in the balance sheet as of December 31, 1993, included in
or incorporated by reference in the SEC Reports, other than
changes disclosed or referred to in any subsequently filed SEC
Reports filed prior to the date hereof or otherwise publicly
disclosed by the Company since December 31, 1993, or as disclosed
in the Prospectus;
4.1 (n) There is no action, suit, investigation or
proceeding pending or, to the knowledge of the Company,
threatened by any public official or governmental authority,
against the Company, or any of its subsidiaries or any of their
respective properties or assets or before any court, arbitrator
or governmental body, department, commission, board, bureau,
agency or instrumentality, which (i) questions the validity of or
seeks to restrain this Agreement or the Rights Offering, or any
action taken or to be taken pursuant hereto or thereto, or (ii)
except as is set forth in the SEC Reports or as disclosed in the
Prospectus, which would result in any material adverse change in
the business, financial condition, liabilities or results of
operations of the Company and its subsidiaries; and
4.1 (o) The operations of the Company and its
subsidiaries are being conducted in compliance in all material
respects with all laws, regulations and ordinances, including,
without limitation, those relating to pollution and the discharge
of materials into the environment, equal employment opportunity
and employee safety, in all jurisdictions in which the Company
and its subsidiaries are presently doing business, except where
the failure to effect such compliance would not have a material
adverse effect on the business, results of operations or
financial condition of the Company and its subsidiaries or as
disclosed in the Prospectus; the Company will use commercially
reasonable efforts to comply with all such laws and regulations
which may be legally applicable in the future in jurisdictions in
which the Company and its subsidiaries may then be doing
business;
4.1 (p) The Company, pursuant to the Rights Offering
and this Agreement, is selling, conveying, transferring,
assigning and delivering to each Purchaser of Common Stock all
right, title and interest in and to such Common Stock being
purchased by each such Purchaser, and the sale and delivery of
such Common Stock will vest in the Purchasers good, valid and
marketable title to such shares, free and clear of all
restrictions (other than those imposed by the terms of this
Agreement, the Registration Rights Agreement, the Amended Rights
Agreement and applicable securities laws) and liens, security
interests or adverse claims of any kind and nature assuming that
the Purchasers purchased such Common Stock in good faith without
notice of any adverse claims;
4.1 (q) The Company is not in default under, nor does
any party have a right of acceleration or termination under, nor
does any condition exist whereupon lapse of time or with notice
will give rise to such a default or right of acceleration or
termination under any indenture, mortgage, bond, license, lease,
permit or loan agreement or any other agreement to which the
Company or any of its subsidiaries is a party or by which any of
their respective properties or assets may be bound, except to the
extent such default is not reasonably likely to result in a
material adverse change in the business, financial condition,
liabilities or results of operations of the Company and its
subsidiaries;
4.1 (r) The Registration Statement complies in all
material respects with the requirements of the 1933 Act, and the
Prospectus does not include any untrue statement of a material
fact or omit to state a material fact necessary in order to make
the statements therein, in light of the circumstances under which
they were made, not misleading; and
4.1 (s) No representation or warranty contained in this
Agreement and no statement contained in any other writing
provided to the Purchasers by the Company in connection with the
Transactions contains any untrue statement of a material fact or
omits to state a material fact necessary in order to make such
representation, warranty or statement not misleading.
4.2 Limited Representations and Warranties of Company.
Except as set forth in this Section 4, the Company makes no
representation, express or implied, to the Purchasers and
Investors.
5. Conditions to the Obligations of Purchasers and Investors
5.1 Conditions to the Obligations of Purchasers and
Investors. The obligation of Purchasers and Investors to
consummate the Transactions is subject to the fulfillment, on or
before the Closing Date, of all of the following conditions
(except such of the following as will have been expressly waived
in writing by Purchasers and Investors prior to the Closing
Date):
5.1 (a) The representations and warranties of the
Company contained in this Agreement will have been true and
correct as of the date of this Agreement and as of the Closing
Date, and the Company will have performed and complied in all
material respects with all of its covenants and agreements
required by this Agreement to be performed or complied with by it
hereunder at or prior to the Closing Date;
5.1 (b) All consents, approvals, permits and
authorizations required to be obtained from, and all filings
required to be made with, any governmental authority in
connection with the consummation of the Transactions will have
been obtained or made;
5.1 (c) The Registration Statement will have become
effective; if the filing of the Prospectus, or any supplement
thereto, is required pursuant to rule 424(b) of the 1933 Act, the
Prospectus, and any such supplement, will be filed in the manner
and within the time period required by Rule 424(b) of the 1933
Act; and no stop order suspending the effectiveness of the
Registration Statement will have been issued and no proceedings
for that purpose will have been instituted or threatened;
5.1 (d) No litigation relating to the Rights Offering,
this Agreement, the Registration Rights Agreement or Amendment
No. 2 will be pending or, to the knowledge of any director or
executive officer of the Company, threatened (orally or in
writing), nor will any injunction relating thereto have been
issued or any proceeding therefor be pending or, to the knowledge
of any director or executive officer of the Company, threatened
(orally or in writing);
5.1 (e) Except as otherwise consented to by the
Purchasers and Investors, the terms of the Rights Offering
contained in the Prospectus will not conflict with the provisions
of this Agreement including, without limitation, the recitals and
Section 1 hereof;
5.1 (f) The Rights Offering will have been completed;
5.1 (g) The Underlying Shares and the Remaining Shares
continue to be listed on the New York Stock Exchange, and no
Party shall have been advised by the New York Stock Exchange or
otherwise that an issue exists with respect to such listing;
5.1 (h) A standby fee (the "Standby Fee") in the amount
of one-half of 1% of the gross proceeds to be received by the
Company in connection with the Transactions shall have been paid
by the Company to Purchasers in consideration for acting as the
contingent standby purchaser of the Remaining Shares; and
5.1 (i) Purchasers and Investors will have received a
legal opinion of Aaron Nerenberg, General Counsel of the Company,
in substantially the form attached hereto as Exhibit A.
5.2 Conditions to the Obligations of the Company. The
obligation of the Company to consummate the Transactions is
subject to the fulfillment, on or before the Closing Date, of the
following conditions (except such of the following conditions as
will have been expressly waived in writing by the Company on or
prior to the Closing Date):
5.2 (a) The representations and warranties of
Purchasers and Investors contained in this Agreement will have
been true and correct at and as of the date of this Agreement and
as of the Closing Date, and Purchasers and Investors will have
performed and complied in all material respects with all of their
covenants and agreements required by this Agreement to be
performed or complied with by them hereunder at or prior to the
Closing Date;
5.2 (b) All consents, approvals, permits and
authorizations required to be obtained from, and all filings
required to be made with, any governmental authority in
connection with the consummation of the Transactions will have
been obtained or made;
5.2 (c) The Registration Statement will have become
effective; if the filing of the Prospectus, or any supplement
thereto, is required pursuant to Rule 424(b) of the 1933 Act, the
Prospectus, and any such supplement, will be filed in the manner
and within the time period required by Rule 424(b) of the 1933
Act; and no stop order suspending the effectiveness of the
Registration Statement will have been issued and no proceedings
for that purpose will have been instituted or threatened; and
5.2 (d) The Rights Offering will have been completed.
6. Indemnification
6.1 Indemnification of Purchasers and Investors by the
Company. The Company hereby agrees to indemnify and hold
harmless Purchasers, Investors, each other Person, if any, which
controls any Purchaser or Investor within the meaning of the 1933
Act, and their respective officers, directors, partners and
Affiliates (collectively, the "Indemnitees") against any losses,
claims, damages, expenses or liabilities, joint or several, to
which the Indemnitees may become subject under the 1933 Act or
otherwise, insofar as such losses, claims, damages, expenses or
liabilities (or actions in respect thereof) arise out of or are
based upon (i) any untrue statement or alleged untrue statement
of any material fact contained in the Registration Statement or
the Prospectus contained therein, or any amendment or supplement
thereof, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not
misleading, or (ii) the Rights Offering, this Agreement, the
Amended Rights Agreement and the Registration Rights Agreement,
and will reimburse the Indemnitees for any legal or other
expenses reasonably incurred by them in connection with
investigating, defending or settling any such loss, claim,
damage, expense, liability or action; provided, however, that the
Company will not be liable in any such case (x) described in
paragraph 6.1(i) if and to the extent that any such loss, claim,
damage, expense or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or
alleged omission so made in reliance upon and in conformity with
information pertaining to the Indemnitees (as opposed to
information pertaining to the Company, the Rights Offering
generally or this Agreement and the other agreements related
thereto generally) furnished to the Company by any Indemnitee in
writing specifically for use in the Registration Statement or the
Prospectus, or (y) described in paragraph 6.1(ii) if and to the
extent that any such loss, claim, damage, expense or liability is
found in a final judgment by a court of competent jurisdiction to
have resulted from the bad faith or gross negligence of the
Indemnitees, or to have resulted from Purchasers' violation of
Rule 10b-6, 10b-7 or 10b-8 under the 1934 Act, unless the actions
were performed at the written request of or with the written
consent of the Company; provided further, however, that in no
event shall the Company be obligated to indemnify and hold
harmless the Indemnitees against losses the Indemnitees may incur
solely as a result of the price at which or the circumstances
under which the Indemnitees acquired Subscription Rights or
Common Stock in connection with the Rights Offering. Such
indemnity will remain in full force and effect regardless of any
reasonable investigation made by or on behalf of the Indemnitees.
6.2 Indemnification of the Company by Purchasers and
Investors. Purchasers and Investors hereby agree to indemnify
and hold harmless the Company, each Person, if any, who controls
the Company within the meaning of the 1933 Act, and each officer
and director of the Company against all losses, claims, damages,
expenses or liabilities to which the Company or such officer or
director or controlling Person may become subject under the 1933
Act or otherwise, insofar as such losses, claims, damages,
expenses or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Registration
Statement or the Prospectus contained therein, or any amendment
or supplement thereof, or arise out of or are based upon the
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading, and
will reimburse the Company and each such officer, director and
controlling Person for any legal or other expenses reasonably
incurred by them in connection with investigating, defending or
settling any such loss, claim, damage, expense, liability or
action; provided, however, that Purchasers and Investors will be
liable hereunder in any such case, if and only to the extent that
any such loss, claim, damage, expense or liability arises out of
or is based upon any untrue statement or alleged untrue statement
or omission or alleged omission made in reliance upon and in
conformity with information pertaining to Purchasers, Investors
or their controlling Persons (as opposed to information
pertaining to the Company, the Rights Offering generally or this
Agreement and the other agreements related thereto generally)
that is furnished in writing to the Company by Purchasers or
Investors specifically for use in the Registration Statement or
the Prospectus.
6.3 Indemnification Claim by Either Party. Promptly after
receipt by an indemnified Party hereunder of notice of the
commencement of any action, such indemnified Party will, if a
claim in respect thereof may be made against the indemnifying
Party hereunder, notify the indemnifying Party in writing
thereof, but the omission so to notify the indemnifying Party
will not relieve the indemnifying Party from any liability which
the indemnifying Party may have to any indemnified Party
hereunder except to the extent such indemnifying Party is
prejudiced by such failure to so notify, nor will it relieve the
indemnifying Party from any liability which the indemnifying
Party may have to any indemnified Party other than under this
Agreement. In case any such action will be brought against any
indemnified Party, it will notify the indemnifying Party of the
commencement thereof and the indemnifying Party will be entitled
to participate in and, to the extent it wishes, to assume and
undertake the defense thereof with counsel satisfactory to such
indemnified Party, and after notice from the indemnifying Party
to such indemnified Party of its election so to assume and
undertake the defense thereof, the indemnifying Party will not be
liable to such indemnified Party under this Section 6 for any
legal expenses subsequently incurred by such indemnified Party in
connection with the defense thereof; provided, however, that, if
the defendants in any such action include both the indemnified
Party and the indemnifying Party and the indemnified Party will
have reasonably concluded that there may be reasonable defenses
available to it which are different from or additional to those
available to the indemnifying Party or if the interests of the
indemnified Party reasonably may be deemed to conflict with the
interests of the indemnifying Party, the indemnified Party will
have the right to select separate counsel and to control the
defense of such action, with the reasonable expenses and fees of
such separate counsel and other reasonable expenses related to
such participation to be reimbursed by the indemnifying Party as
incurred.
In any such action, any indemnified Party will have the
right to retain its own counsel, but, except as provided above,
the fees and disbursements of such counsel will be at the expense
of such indemnified Party unless (i) the indemnifying Party will
have failed to retain counsel for the indemnified Party as
aforesaid, or (ii) the indemnifying Party and such indemnified
Party will have mutually agreed to the retention of such counsel.
It is understood that the indemnifying Party will not, in
connection with any action or related actions in the same
jurisdiction, be liable for the fees and disbursements of more
than one separate law firm qualified in such jurisdiction to act
as counsel for the indemnified Party and will not be obligated to
pay the fees and expenses of more than one counsel (and any
required local counsel) for all parties indemnified by such
indemnifying Party with respect to such claim, unless in the
reasonable judgment of any indemnified Party the interests of
such indemnified Party may be deemed to conflict with any other
of such indemnified Parties with respect to such claim. The
indemnifying Party will not be liable for any settlement of any
proceeding effected without its prior written consent. With such
consent in the case of a settlement, or if there be a final
judgment for the plaintiff, the indemnifying Party agrees to
indemnify the indemnified Party from and against any loss or
liability by reason of such settlement or judgment.
6.4 Contribution. If the indemnification provided for in
this Section 6 is unavailable for any reason or insufficient to
hold harmless an indemnified Party in respect of any losses,
claims, damages, liabilities or actions referred to herein, then
each indemnifying Party will in lieu of indemnifying such
indemnified Party contribute to the amount paid or payable by
such indemnified Party as a result of such losses, claims,
damages, liabilities or actions in such proportion as is
appropriate to reflect the relative fault of the Company, on the
one hand, and Purchasers and Investors, on the other hand, in
connection with the statements or omissions which resulted in
such losses, claims, damages, liabilities or actions as well as
any other relevant equitable considerations. The relative fault
will be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact relates
to information supplied by the Company, on the one hand, or
Purchasers and Investors, on the other hand, and to the Parties'
relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Parties
hereto agree that it would not be just and equitable if
contribution pursuant to this paragraph were determined by any
method of allocation which did not take account of the equitable
considerations referred to above in this paragraph. Subject to
the provisions of this Section 6, the amount paid or payable by
an indemnified Party as a result of the losses, claims, damages,
liabilities or actions in respect thereof, referred to above in
this paragraph, will be deemed to include any legal or other
expenses reasonably incurred by such indemnified Party in
connection with investigating or defending any such action or
claim.
6.5 Purchasers' and Investors' Limited Indemnification and
Contribution. In no event shall Purchasers' and Investors'
aggregate indemnification and contribution obligations under this
Section 6 exceed the amount obtained by multiplying the
Subscription Price by the number of Remaining Shares.
7. Amendment of Amended Rights Agreement
7.1 Amendment of Amended Rights Agreement.
Contemporaneously with the execution of this Agreement, the
Company has executed the Amended Rights Agreement, and agrees
until ______________, 2000 to further amend or supplement the
Amended Rights Agreement as necessary to ensure that neither the
Purchasers, Investors nor their respective Affiliates,
individually or together, shall be deemed an "Acquiring Person"
(as defined in the Amended Rights Agreement) or are the cause of
a "Section 11(a)(ii) Event" (as defined in the Amended Rights
Agreement) by virtue solely of their acquisition and Beneficial
Ownership of the Common Stock with voting power not in excess of
the "Percentage Limitation" (as defined in paragraph 14.3).
7.2 Action by Board of Directors. The Board of Directors
of the Company has, pursuant to Subchapter F of Chapter 25 of the
Pennsylvania Business Corporation Law ("Subchapter F"), taken all
necessary and appropriate action to provide that the restrictions
on "business combinations" (as defined in Section 2554 of Subchapter F)
set forth in Subchapter F will not apply to any of the
Purchasers, Investors or their Affiliates with respect to their
acquisition of Common Stock having voting power in excess of 20%
of the Total Voting Power; provided, that the acquisition of
Common Stock or any other event which would render such
Purchasers, Investors or Affiliates an "interested shareholder"
(as defined in Section 2553 of Subchapter F) does not result in the
Purchasers, Investors and their Affiliates, individually or
together, Beneficially Owning Common Stock with voting power in
excess of the Percentage Limitation.
7.3 Further Amendment of Amended Rights Agreement. If,
prior to ___________, 2000, the Company shall amend or supplement
the Amended Rights Agreement to increase the "Acquiring Person"
and "Section 11(a)(ii) Event" threshold percentage above eighteen
percent (18%) (including, without limitation, by way of any
amendment of the definition of "Exempted Person" under the
Amended Rights Agreement) generally or with respect to any
particular Person or otherwise allow any other Person to become
the Beneficial Owner of Common Stock representing in excess of
18% of the Total Voting Power, then, (i) the Percentage
Limitation shall be automatically increased to 110% of such
increased threshold percentage, provided, however, that with
respect to any amendment of the "Exempted Person" definition to
authorize an increase in the Beneficial Ownership to more than
thirty percent (30%) of the Common Stock (the "Gabelli Group
Increase") by the group known as GAMCO Investors/Gabelli Funds,
Inc. (as constituted for purposes of the most recent Schedule
13D, filed by such group prior to the date hereof), the
Percentage Limitation shall be increased pro-rata to the Gabelli
Group Increase, and (ii) the Company shall take all action
necessary to permit Purchasers, Investors and their Affiliates to
acquire or Beneficially Own Common Stock not in excess of the
Percentage Limitation, including, without limitation, any
necessary amendment of the Amended Rights Agreement.
7.4 Purchasers' Restrictions on Acquisition of Common
Stock. Except for this Agreement, the Amended Rights Agreement,
the Registration Rights Agreement, Section 3.11 of the Company's
Bylaws, Subchapter F and applicable securities laws (and assuming
receipt by Purchasers of the No Action Letter), the Company is
unaware of any restrictions on the Purchasers', Investors' or
their Affiliates' ability to acquire shares of Common Stock or
exercise rights relating to shares of Common Stock. The Company
shall not (i) take any action to prevent or interfere with the
Purchasers', Investors' or their Affiliates' ability to legally
acquire or Beneficially Own Common Stock with voting power not in
excess of the Percentage Limitation or (ii) take any action that
would interfere with or adversely affect the Purchasers',
Investors' or their Affiliates' rights with respect to Common
Stock having voting power not in excess of the Percentage
Limitation.
8. Purchasers' and Investors' Restrictions
8.1 Purchasers' and Investors' Restrictions. Purchasers
and Investors agree that until the earlier of (x) two (2) weeks
prior to the deadline for the submission of shareholder proposals
or shareholder nominees to the Board of Directors in connection
with the Company's annual meeting of its shareholders scheduled
for the calendar year 2000 (it being understood that the Company
shall provide the Purchasers and Investors with at least two (2)
weeks' prior notice of such deadline), and (y) _________, 2000,
without the Company's prior written consent, Purchasers and
Investors will not and will cause their Affiliates not to,
directly or indirectly, acting alone or in concert with others:
8.1(a) Make, or in any way participate in, any
"solicitation" of "proxies" (as such terms are defined in
Regulation 14A promulgated by the SEC pursuant to Section 14 of
the 1934 Act) or votes relating to the Common Stock, or other
voting stock of the Company (except as to any proxies that may be
given pursuant to paragraph 8.2), or request, or take any action
to obtain or retain any list of holders of any securities of the
Company for such purposes, or initiate or propose any shareholder
proposal or participate in the making of, or solicit shareholders
for the approval of, one or more shareholder proposals relating
to the Company;
8.1 (b) Deposit any shares of Common Stock in a voting
trust or subject any shares of Common Stock to any voting
agreement or arrangements, except for agreements, arrangements or
understandings among any of the Purchasers, Investors or their
Affiliates and except as provided herein;
8.1 (c) Form, join or in any way participate in a group
(other than the group consisting of certain of the Purchasers,
Investors and their respective Affiliates, successors and
assigns, as such group was identified in the joint Schedule 13D
filed by certain of the Purchasers and Investors prior to the
date hereof, and as such group may be reconstituted as a result
of the withdrawal from the group of certain members thereof or
the addition to the group of Affiliates of certain members
thereof) with respect to any Common Stock, or any securities the
ownership of which would make the owner thereof a Beneficial
Owner of Common Stock;
8.1 (d) Except as expressly contemplated herein, make
any offer or proposal to acquire the Company, its securities or
assets or solicit or propose to effect or negotiate with any
Person any form of business combination or similar transaction
with, a change in control of, or any restructuring,
recapitalization or other extraordinary transaction involving,
the Company, its securities or assets;
8.1 (e) Seek representation on the Company's Board of
Directors (except for the Board representation agreed to pursuant
to this Agreement) or the removal of any directors or a change in
the composition or size of the Board of Directors of the Company;
8.1 (f) Make any request to amend or waive any
provision of this Agreement, which request would require the
public disclosure by the Company or any Purchaser, Investor or
any Affiliate of a Purchaser or Investor to avoid violating
federal securities law;
8.1 (g) Disclose any intent, purpose, plan or proposal
with respect to the Company, its Board of Directors, management,
policies or affairs or its securities or assets or this Agreement
that if effected would result in a violation of any of the
provisions of this paragraph 8.1, including any intent, purpose,
plan or proposal that is conditioned on, or would require waiver,
amendment, nullification or invalidation of, any provision of
this Agreement, or take any action that would require the Company
to make any public disclosure relating to any such intent,
purpose, plan, proposal or condition;
8.1 (h) Take any actions challenging the validity or
enforceability, in whole or in part, of the Amended Rights
Agreement as in effect on the date hereof, or proposing, seeking
or compelling the redemption of any Rights (provided that the
foregoing shall not preclude action solely challenging the
validity or enforceability of any amendment to the Amended Rights
Agreement effected after the date hereof); or
8.1 (i) Assist, advise, or encourage any Person with
respect to, or seek to do, any of the foregoing; provided that
the Purchasers, Investors and their Affiliates shall not be
prohibited (I) pursuant to the provisions of this paragraph 8.1
from making any offer or proposal if the Company's Board of
Directors requests in writing that such offer or proposal be
made, or (II) pursuant to paragraph 8.1(d) from purchasing
additional securities in open market brokerage transactions,
privately negotiated transactions or transactions with the
Company or any "Subsidiary" (as that term is defined in Rule 12b-
2 under the 1934 Act) of the Company, provided that, after giving
effect to any such purchase, Purchasers, Investors and their
Affiliates do not Beneficially Own Common Stock in excess of the
Percentage Limitation. Anything to the contrary notwithstanding,
nothing in this paragraph 8.1 shall prevent a Purchaser, Investor
or Affiliate thereof in his capacity as a Director of the Company
from discussing with the Company or its Board of Directors any
matter referred to in paragraph 8.1(d) or paragraph 8.1(g),
provided that (y) such discussions do not require disclosure
pursuant to any federal securities law by any Purchaser, Investor
or Affiliate thereof or by the Company, and (z) no Purchaser,
Investor or Affiliate thereof makes any public filing or
disclosure regarding such discussions. Notwithstanding (z) in
the preceding sentence, no Purchaser, Investor or Affiliate
thereof shall be prohibited from making a public filing or
disclosure regarding such discussions if the Company or any of
its Affiliates makes a prior public filing or disclosure
regarding such discussions that the Company was not required to
make pursuant to any federal securities law solely as a result of
such discussions.
Notwithstanding any restriction set forth in paragraph
8.1(a)-(i) to the contrary, if (A) any Person publicly makes a
bona fide offer to acquire a majority of the Company's
outstanding Common Stock and the Company's Board of Directors
does not reject or otherwise take a position in opposition to
such offer within 120 days after such offer is made and such
offer remains outstanding, or (B) any Person makes a bona fide
offer to acquire a majority of the Company's outstanding Common
Stock, and either (i) the Company's Board of Directors has
determined that accepting such offer is in the best interests of
shareholders of the Company, or (ii) the Board of Directors of
the Company decides to seek competing offers or proposes to
effect or negotiate with any Person any form of business
combination or similar transaction with the Company or proposes,
in response to such bona fide offer, a recapitalization, share
repurchase, extraordinary dividend or other similar extraordinary
transaction involving the Company, its securities or assets, the
applicability of the restrictions set forth in paragraph 8.1(a)-
(i) shall be waived without any action on the part of the Company
or the Board of Directors of the Company solely to the limited
extent necessary to allow any Purchaser, Investor or any
Affiliate thereof to make a competing offer to the Company's
Board of Directors to acquire the Company or its securities or
its assets. The Purchasers, Investors and their Affiliates shall
not take any action pursuant to the foregoing sentence that would
require public disclosure of such bona fide offer or competing
offer prior to the public disclosure of such bona fide offer by
either the Company or the offeror thereof.
8.2 Quorum. Until the earlier of (x) ___________, 2000,
and (y) the day before the date of the Company's annual meeting
of shareholders for calendar year 2000, each Purchaser and
Investor shall take such action as may be required so that all
shares of Common Stock Beneficially Owned directly or indirectly
by it or any Affiliate shall be present for quorum purposes, in
person or represented by proxy, at every meeting of shareholders
of the Company and at any shareholders meeting for the election
of Directors. Each Purchaser and Investor agrees to provide to
the Persons acting as proxies in respect of proxies solicited by
the Board of Directors with a proxy granting such Persons
discretionary votes for the election of Directors at such
meeting, except to the extent that such shares are voted in favor
of the election of Eric M. Ruttenberg (and any other designees to
which the Purchasers and Investors may be entitled pursuant to
this Agreement) to the Board of Directors in order to insure such
election as provided in paragraph 10 of this Agreement.
8.3 Voting. Until the earlier of (x) ___________, 2000,
and (y) the day before the date of the Company's annual meeting
of shareholders for calendar year 2000, with respect to any
matter submitted to the Company's shareholders for approval, the
Purchasers and Investors covenant and agree that all shares of
Common Stock which are directly or indirectly Beneficially Owned
by the Purchasers, Investors and their Affiliates, other than
those shares of Common Stock which represent voting power of up
to ten percent (10%) of the Total Voting Power (such shares of
Common Stock, other than those representing up to 10% of the
Total Voting Power being, the "Restricted Shares") (i) will be
voted in accordance with the recommendation of the majority of
the Company's entire Board of Directors, and (ii) with respect to
any matter which, pursuant to the Company's by-laws, requires the
approval of an 80% super majority of the Company's shareholders,
notwithstanding the provisions of the foregoing clause (i) of
this paragraph 8.3, the Restricted Shares will be voted pro-rata
in accordance with the vote of the Company's shareholders
(ignoring, for purposes of determining such pro-rata allocation,
votes cast with respect to shares of Common Stock directly or
indirectly Beneficially Owned by the Purchasers, Investors and
their Affiliates which are not Restricted Shares).
8.4 Fiduciary Duty. Nothing contained in this paragraph 8
shall be deemed in any way to prohibit or limit any Purchaser,
Investor or Affiliate thereof acting in his capacity as a
Director from exercising his fiduciary duties as a Director of
the Company by participating in discussions, voting or other
actions relating to the Board of Directors.
9. Restrictions on Transfer
9.1 Restrictions on Transfer. The Purchasers and Investors
covenant and agree that until ___________, 2000, without the
prior written consent of the Company, neither they nor any of
their Affiliates will, directly or indirectly, sell, transfer or
otherwise dispose of (each a "Disposition"), shares of Common
Stock representing in excess of 10% of the Total Voting Power to
any one Person in any transaction or series of transactions,
unless such Person agrees in writing to be bound by the terms of
this Agreement.
9.2 Limitation on Transfer Restrictions. Notwithstanding
the fact that paragraph 9.1 may otherwise be applicable, the
restrictions imposed by paragraph 9.1 shall not apply to the
following Dispositions:
9.2 (a) The tender of shares of Common Stock pursuant
to any tender offer for shares of Common Stock, or the
Disposition of shares of Common Stock in connection with any
merger, consolidation or other extraordinary transaction
involving the Company;
9.2 (b) The Disposition of shares of Common Stock in
connection with a merger, consolidation, liquidation or
dissolution, or the death or incapacity of any Purchaser,
Investor or any Affiliate thereof; provided, that the successors
or distributees of such Purchaser, Investor or Affiliate agree in
writing to be bound by the terms of this Agreement;
9.2 (c) The Disposition of shares of Common Stock to
any Purchaser, Investor or any Affiliate thereof; provided, that
such Purchaser, Investor or Affiliate agrees in writing to be
bound by the terms of this Agreement; and
9.2 (d) The Disposition of shares of Common Stock
pursuant to a registration right provided for in the Registration
Rights Agreement.
9.3 Pledge of Common Stock. Nothing in this Agreement
shall prohibit a bona fide pledge of, or the granting of a
security interest in, shares of Common Stock to an institutional
lender for money borrowed.
10. Representation on Company Board of Directors
10.1 Mr. Ruttenberg - Board of Directors. Eric M.
Ruttenberg ("Mr. Ruttenberg") serves on the Company's Board of
Directors as a member of Class III, having been elected at the
1993 annual meeting of the shareholders and will be subject to
re-election at the 1996 annual meeting of the shareholders. The
Company agrees that during the period that this Agreement is in
effect, the Company will exercise all authority under applicable
law to cause Mr. Ruttenberg to be re-elected or appointed to the
Company's Board of Directors, including, without limitation, (i)
including Mr. Ruttenberg in the slate of nominees recommended by
the Board of Directors to the shareholders at each annual meeting
of the shareholders at which the Class III Directors are
scheduled for election, (ii) soliciting proxies in favor of the
election of Mr. Ruttenberg, and (iii) voting discretionary
proxies in favor of the election of Mr. Ruttenberg.
Notwithstanding the foregoing, if, the Board of Directors
reasonably determines by a two-thirds (2/3) majority vote at a
duly constituted meeting of the Board of Directors that Mr.
Ruttenberg's nomination to serve as a member of the Board of
Directors would be materially adverse to the interests of the
Company due to Mr. Ruttenberg's conviction of a crime or other
conduct bearing on Mr. Ruttenberg's integrity, the Purchasers and
Investors may designate another individual to be appointed to the
Board of Directors pursuant to paragraph 10.3.
10.2 Additional Directors. In the event that the number of
members of the Company's Board of Directors shall be more than
eight (8), the Purchasers and Investors, during the period that
this Agreement is in effect, shall be entitled to propose an
individual to fill the first out of each three (3) Board
positions beyond eight (8) (for example, the Purchasers and
Investors shall be entitled to nominate the individual to fill
the ninth, twelfth, etc. position on the Board of Directors). An
individual or individuals proposed by the Purchasers and
Investors reasonably acceptable to the Company's Board of
Directors shall be appointed to fill such newly created Board
position as a member of a class of directors whose term does not
expire during the period that this Agreement is in effect or, if
such term expires during the period that this Agreement is in
effect, the Company shall, in the manner required by paragraph
10.1, undertake to facilitate the re-election or appointment of
such individual(s) to the Company's Board of Directors.
10.3 Replacement of Mr. Ruttenberg. In the event that
prior to the termination of this Agreement, Mr. Ruttenberg, or
any other member of the Board nominated by the Purchasers and
Investors under this Agreement, shall cease to be a member of the
Company's Board of Directors as a result of his death,
disability, resignation (other than a resignation relating to a
termination of this Agreement), or failure to be re-nominated
pursuant to the last sentence of paragraph 10.1, the Purchasers
and Investors shall be entitled to propose an individual to fill
the vacancy on the Company's Board of Directors thereby created.
An individual proposed by the Purchasers and Investors and
reasonably acceptable to the Company's Board of Directors shall
be appointed to fill such vacancy.
10.4 Approval of Mr. Ruttenberg or Designee. The Board of
Directors agrees that none of the current members of the Board of
Directors, the Company or any Affiliate of any of the foregoing,
will, directly or indirectly, alone or in concert with others,
seek the removal of any Director elected or appointed pursuant to
this paragraph 10 other than for cause. In addition, the Board
of Directors will, unless otherwise required in the exercise of
its fiduciary duties, recommend that shareholders of the Company
vote against any proposal to remove a Director elected or
appointed pursuant to this paragraph 10 other than for cause and
will solicit proxies in opposition to any such proposal.
The Company agrees that if it enters into any written
agreement with any shareholder of the Company providing for the
appointment or election of an individual proposed by such
shareholder to the Board of Directors, the Company will obtain
the written agreement of any such shareholder and such
shareholder's nominee to the Board of Directors that neither such
shareholder nor any of its Affiliates nor such shareholder's
nominee to the Board of Directors nor any of its Affiliates will
directly or indirectly, alone or in concert with others seek the
removal or oppose the re-election of a Director elected or
appointed pursuant to this paragraph 10 other than for cause.
10.5 Committees of the Board of Directors. Mr. Ruttenberg
serves as a member of the Executive Compensation and Stock Option
Committee of the Board of Directors and shall not be removed from
the Executive Compensation and Stock Option Committee so long as
he is a member of the Board of Directors of the Company. In
addition, Mr. Ruttenberg serves as a member of the Directors
Committee and the Audit Committee of the Board of Directors and
shall not be removed from such committees so long as he is a
member of the Board of Directors of the Company. Mr. Ruttenberg
shall also be appointed to the Executive Committee of the Board
of Directors (or such other committee, if any, that serves the
functions typically served by an executive committee of the board
of directors of a corporation) and shall not be removed from such
committee so long as he is a member of the Board of Directors of
the Company. In the event that Mr. Ruttenberg or any Director
elected or appointed pursuant to this paragraph 10 shall cease to
be a member of the Board of Directors as a result of his death,
disability or resignation (other than a resignation relating to a
termination of this Agreement) the vacancy created thereby on
each committee of the Board of Directors of the Company shall be
filled by the Person who fills the vacancy on the Board of
Directors pursuant to paragraph 10.3.
10.6 Purchasers' and Investors' Compliance With Agreement.
Notwithstanding the foregoing provisions of this paragraph 10,
the Purchasers and Investors shall be entitled to designate
nominees for election to the Board of Directors of the Company
only if the Purchasers, Investors and their Affiliates are acting
in material compliance with this Agreement and, as of the record
date for the shareholders' meeting at which such nominees will be
considered for election to the Board, the Purchasers, Investors
and their respective Affiliates Beneficially Own, in the
aggregate, Common Stock representing at least 10% of the Total
Voting Power (the "10% Requirement"); provided, however, that if
the Company issues additional shares of Common Stock and if,
after such issuance, the percentage of Total Voting Power with
respect to Common Stock Beneficially Owned by the Purchasers,
Investors and their respective Affiliates is decreased, then the
10% Requirement shall be decreased by an amount in proportion to
the decrease in the percentage of Total Voting Power of the
Purchasers, Investors and their respective Affiliates.
10.7 Removal of Mr. Ruttenberg or Designee. If Mr.
Ruttenberg (or any other member of the Board nominated by
Purchasers and Investors pursuant to paragraph 10.2 or 10.3) is
removed from the Board of Directors of the Company, other than
pursuant to paragraph 10.3, or the shareholders fail to re-elect
Mr. Ruttenberg (or any other member of the Board nominated by
Purchasers and Investors pursuant to paragraph 10.2) to the Board
of Directors of the Company, this Agreement shall immediately
terminate and neither the Purchasers, Investors nor any of their
Affiliates nor the Company shall have any further obligation
pursuant to this Agreement, provided, however, that following any
such termination and until ___________, 2000, the provisions of
Section 7 shall survive and continue in full force and effect.
11. Breach of Agreement
11.1 Equitable Remedies for Breach of Agreement. The
Purchasers and Investors, on the one hand, and the Company, on
the other hand, acknowledge and agree that irreparable damage
would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific
terms or were otherwise breached. It is accordingly agreed that
the Parties shall be entitled to equitable relief (including
injunction and specific performance) in any action instituted in
any court of the United States or any state thereof having
subject matter jurisdiction, as a remedy for any such breach or
to prevent any breach of this Agreement. Such remedies shall not
be deemed to be the exclusive remedies for a breach or
anticipatory breach of this Agreement, but shall be in addition
to all other remedies available at law or equity to the Parties
hereof. The Parties hereto irrevocably submit to the exclusive
jurisdiction of the courts of the Commonwealth of Pennsylvania
and the United States of America located in the Commonwealth of
Pennsylvania for any suits, actions or proceedings arising out of
or relating to this Agreement.
12. Stock Restriction Legends
12.1 Stock Restriction Legends. Upon issuance of the
Common Stock pursuant to this Agreement and the Rights Offering,
and so long as the Disposition of the Common Stock is subject to
restriction pursuant to this Agreement, the certificates
evidencing the Common Stock Beneficially Owned by Purchasers and
Investors (and all securities issued in exchange therefor or
substitution thereof) shall bear the following legend:
THE SALE, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES
EVIDENCED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN
RESTRICTIONS CONTAINED IN AN AGREEMENT, DATED AS OF
________, 1994 BETWEEN SPS TECHNOLOGIES, INC. AND THE
PURCHASERS AND INVESTORS SET FORTH THEREIN, A COPY OF WHICH
IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF SPS
TECHNOLOGIES, INC. THE SECURITIES REPRESENTED BY THIS
CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH RESTRICTIONS ON
SALE, TRANSFER OR OTHER DISPOSITION; PROVIDED, HOWEVER, THAT
SUCH SECURITIES MAY BE PLEDGED TO AN INSTITUTIONAL LENDER AS
SECURITY FOR MONEY BORROWED.
In addition, upon issuance thereof and so long as such
Common Stock is subject to voting restrictions pursuant to this
Agreement, the certificates evidencing the Common Stock (and all
securities issued in exchange therefor or substitution thereof)
shall bear the following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
CERTAIN VOTING RESTRICTIONS SET FORTH IN AN AGREEMENT DATED
AS OF _____________, 1994, BETWEEN SPS TECHNOLOGIES, INC.
AND THE PURCHASERS AND INVESTORS SET FORTH THEREIN, A COPY
OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF
SPS TECHNOLOGIES, INC.
12.2 Exchange of Certificates of Common Stock. Upon
issuance of the Common Stock pursuant to this Agreement and the
Rights Offering, the Purchasers and Investors shall deliver to
the Company all certificates evidencing all other Common Stock
Beneficially Owned by them as of the date of this Agreement and
the Purchasers and Investors shall receive in exchange therefore
new certificates representing such Common Stock, which
certificates shall bear the legends set forth in paragraph 12.1
of this Agreement.
12.3 Exchange of Certificate of Common Stock Upon
Termination. Upon termination of this Agreement or upon any
Disposition of shares of Common Stock pursuant to the terms of
this Agreement under circumstances where such shares of Common
Stock are no longer subject to the restrictions contained in this
Agreement, the Company shall issue new certificate(s) without the
restrictive legends required by this paragraph 12 in exchange for
the legended certificate(s) representing such shares of Common
Stock.
13. Termination
13.1 Termination by Purchasers and Investors Prior to
Closing Date/Effect. Purchasers and Investors acting
collectively may, upon notice to the Company, given at any time
on or before Closing, terminate collectively and only
collectively, this Agreement and the Registration Rights
Agreement, upon the occurrence of (i) a material adverse change
in the business, financial condition, liabilities or results of
operations of the Company and its subsidiaries occurring on or
after the date of this Agreement; (ii) a suspension of trading in
the Company's Common Stock on the New York Stock Exchange; or
(iii) a "stop order" issued by the SEC suspending the
effectiveness of the Registration Statement covering the
Underlying Shares, or a suspension of trading in securities
generally on the New York Stock Exchange; (iv) a material default
or breach by the Company with respect to the due and timely
performance of the Company's agreements contained herein or with
respect to the Company's representations and warranties and such
material default or breach has not been, or is not susceptible of
being with diligent efforts, cured prior to the Closing; (v)
entry of a judgment or order by any court or governmental
authority restraining, prohibiting or materially adversely
interfering with the Rights Offering, this Agreement, the
Registration Rights Agreement or Amendment No. 2.; or (vi) the
Rights Offering has not been completed by the Expiration Date (as
such may be extended in accordance with this Agreement). Upon
termination by Purchasers and Investors pursuant to the
provisions of this paragraph 13.1, this Agreement, the
Registration Rights Agreement and Amendment No. 2 to the Amended
Rights Agreement shall, except as otherwise provided in Section
13.4, be deemed terminated, null and void and of no further force
and effect, and there shall be no liability on the part of the
Parties or their respective officers or directors, except for
liability arising out of any breach or default hereunder.
13.2 Termination by the Company Prior to Closing
Date/Effect. The Company may, upon notice to Purchasers and
Investors, given at any time on or before Closing (A) terminate
collectively and only collectively, this Agreement, the
Registration Rights Agreement and Amendment No. 2 to the Amended
Rights Agreement, upon the occurrence of (i) a suspension of
trading in the Company's Common Stock on the New York Stock
Exchange; or (ii) a "stop order" issued by the SEC suspending the
effectiveness of the Registration Statement covering the
Underlying Shares, or a suspension of trading in securities
generally on the New York Stock Exchange; (iii) entry of a
judgment or order by any court or governmental authority
restraining, prohibiting or materially adversely interfering with
the Rights Offering; or (iv) a material default or breach by
Purchasers and Investors with respect to the due and timely
performance of the Purchaser's and Investor's agreements
contained herein or with respect to Purchaser's and Investor's
representations and warranties and such material default or
breach has not been, or is not susceptible of being with diligent
efforts, cured prior to the Closing, and (B) terminate the Rights
Offering upon the occurrence of any event set forth in clauses
(i), (ii) and (iii) of this paragraph 13.2, and upon such
termination, this Agreement, the Registration Rights Agreement,
Amendment No. 2 to the Amended Rights Agreement and the Rights
Offering (if terminated pursuant to clause (B) of this paragraph
13.2) shall, except as otherwise provided in the next sentence
and in Section 13.4, be deemed terminated, null and void and of
no further force and effect, and there shall be no liability on
the part of the Parties or their respective officers or
directors, except for liability arising out of any breach or
default hereunder. Further, the Company may, subject to
compliance with the Exchange Requirements and upon written notice
to Purchasers and Investors given at any time on or before
Closing, terminate the Rights Offering and this Agreement upon a
determination by the Company, in the exercise of its fiduciary
responsibilities, that the consummation of the Rights Offering is
not in the best interest of the Company, provided, however, that
in the event of any such termination (x) Amendment No. 2 to the
Amended Rights Agreement, (y) the provisions of Sections 7 and 8
of this Agreement, and (z) the Registration Rights Agreement
shall survive and continue in full force and effect until such
time as they would have otherwise terminated pursuant to the
provisions of paragraph 13.3 below or, in the case of the
Registration Rights Agreement, pursuant to its terms.
13.3 Termination of Agreement On and After the Closing
Date. This Agreement shall terminate on and after the Closing
Date without further action by the Parties upon the earliest to
occur of (i) ________, 2000, (ii) the date upon which the
Purchasers and their Affiliates no longer Beneficially Own shares
of Common Stock representing in excess of 10% of the Total Voting
Power, and (iii) an event contemplated by paragraph 10.7 hereof.
13.4 Survival of Certain Provisions. The provisions of
Section 6 of this Agreement shall survive and continue in full
force and effect, notwithstanding any termination of this
Agreement. In the event of any termination of this Agreement,
other than a termination by the Company pursuant to Section
13.2(A)(iv), the Company shall nevertheless be obligated to pay
to Purchasers the Standby Fee contemplated by Section 5.1(h)
hereof.
14. Miscellaneous Provisions
14.1 Entire Agreement. This Agreement (together with the
Rights Offering, the Amended Rights Agreement and the
Registration Rights Agreement) contains the entire understandings
of the Parties with respect to the subject matter hereof and
supersedes all prior agreements, negotiations and understandings,
whether written or oral, between the Parties relating to the
subject matter hereof, and this Agreement may not be amended
except by a writing signed by the Parties. Except as otherwise
provided herein, this Agreement is not assignable by either of
the Parties. This Agreement shall be binding upon, and inure to
the benefit of, the respective successors and permitted assigns
of the Parties. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which
together will constitute one and the same instrument.
14.2 Notice. Any notices and other communications required
to be given pursuant to this Agreement shall be in writing and
shall be given by delivery by hand, by mail (registered or
certified mail, postage prepaid, return receipt requested), by
telecopy or telex, as follows:
If to the Company:
SPS Technologies, Inc.
Jenkintown Plaza
101 Greenwood Avenue, Suite 470
Jenkintown, PA 19046
Attention: General Counsel
With a copy to:
Andrew C. Culbert, Esquire
Masterman, Culbert & Tully
One Lewis Wharf
Boston, MA 02110
If to any Purchaser or Investor:
The address of such Purchaser or Investor set
forth on Schedule I or Schedule II hereto.
With a copy to:
Paul T. Schnell, Esquire
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, NY 10022
or to such other addresses as either the Company or any Purchaser
or Investor shall designate to the other by notice in writing.
14.3 Definitions. For purposes of this Agreement, the
following terms shall have the following meanings:
"Agreement" means this Standby Purchase Agreement among
Purchasers, Investors and the Company.
"Affiliate" shall have the meaning ascribed thereto in Rule
12b-2 of the 1934 Act.
"Amended Rights Agreement" has the meaning given in Recital
D.
"Amendment No. 2" has the meaning given in Recital D.
"Basic Subscription Privilege" has the meaning given in
paragraph 1.2.
"Beneficially Own" with respect to any securities and
"Beneficial Ownership" shall mean having beneficial ownership as
determined pursuant to Rule 13d-3 under the 1934 Act.
"Business Day" shall mean any day on which the NYSE is open
for trading.
"Closing/Closing Date" has the meaning given in paragraph
2.1.
"Common Stock" has the meaning given in Recital A.
"Company" means SPS Technologies, Inc., a Pennsylvania
corporation.
"Disposition" has the meaning given in paragraph 9.1.
"Exchange Requirements" means the requirements of the New
York Stock Exchange for listed companies.
"Expiration Date" has the meaning given in Recital B.
"Gabelli Group Increase" has the meaning given in paragraph
7.3.
"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements
Act of 1976.
"Investors" means the Persons listed on Schedule II hereto.
"No Action Letter" has the meaning given in paragraph
3.1(d).
"Party" means individually Purchasers, Investors or the
Company.
"Percentage Limitation" as used herein shall mean 20% of the
Total Voting Power as may be increased from time to time pursuant
to Section 7.3 hereof); provided, however, that if as a result of
any recapitalization, repurchase or other action by the Company,
the aggregate Total Voting Power Beneficially Owned by the
Purchasers, Investors and their respective Affiliates shall be
increased to more than 20%, then the Percentage Limitation shall
be increased to such increased percentage. In no event shall the
Purchasers and their Affiliates be deemed to have exceeded the
Percentage Limitation if (i) the Purchasers and their Affiliates
shall have exceeded the then applicable Percentage Limitation by
not more than 1% of the Total Voting Power, (ii) the Board of
Directors of the Company shall have determined that such action
was inadvertent, and (iii) the Purchasers, Investors and their
Affiliates shall have reduced their Beneficial Ownership to
within the then applicable Percentage Limitation within twenty
(20) days of receipt of notice from the Company indicating that
the Purchasers, Investors and their Affiliates have exceeded the
Percentage Limitation.
"Person" shall mean any individual, partnership, joint
venture, corporation, trust, incorporated organization,
government or department or agency of a government, or any other
entity that would be deemed to be a "person" under Section
13(d)(3) of the 1934 Act.
"Prospectus" has the meaning given in paragraph 1.3.
"Purchasers means the Persons listed on Schedule I hereto.
"Registration Rights Agreement" has the meaning given in
Recital D.
"Registration Statement" has the meaning given in paragraph
1.3.
"Remaining Shares" has the meaning given in Recital B.
"Restricted Shares" has the meaning given in paragraph 8.3.
"Rights" has the meaning given in paragraph 1.2.
"Rights Offering" has the meaning given in Recital C.
"SEC" means the Securities and Exchange Commission.
"SEC Reports" has the meaning given in paragraph 4.1(i).
"Subchapter F has the meaning given in paragraph 7.2.
"Subscription Price" has the meaning given in Recital A.
"Subscription Rights" has the meaning given in Recital A.
"Total Voting Power" at any time shall mean the total
combined voting power for the general election of directors of
the Company.
"Transactions" has the meaning given in Recital E.
"Underlying Shares" has the meaning given in Recital A.
"1933 Act" means the Securities Act of 1933, as amended.
"1934 Act" means the Securities Exchange Act of 1934, as
amended.
14.4 Disposition of Purchaser or Affiliate. For the
purposes of this Agreement, any Disposition of control of any
Purchaser, Investor or Affiliate thereof by the Persons
controlling such Purchaser, Investor or Affiliate on the date
hereof (other than such a disposition to another Purchaser,
investor or Affiliate thereof) shall be deemed to constitute the
Disposition of the Common Stock Beneficially Owned by such
Purchaser, Investor or Affiliate.
14.5 HSR Act. Each of the Parties covenants and agrees
that within 14 days of a written request by any Purchaser or
Investor (i) it will make all filings required under the HSR Act
in connection with the Purchasers', Investors' and their
Affiliates' acquisition and/or Beneficial Ownership of Common
Stock having voting power up to the Percentage Limitation, and
(ii) it will otherwise use its best efforts and cooperate fully
with the other Parties to obtain any approvals that may be
required under the HSR Act in connection the Purchasers',
Investors' and their Affiliates' acquisition and/or Beneficial
Ownership of Common Stock having voting power up to the
Percentage Limitation. The Company agrees to reimburse
Purchasers, Investors and their Affiliates in the amount of any
filing fees actually paid with respect to filings required under
the HSR Act in connection with the Purchasers', Investors' and
their Affiliates' acquisition and/or Beneficial Ownership of
Common Stock having voting power up to the Percentage Limitation.
14.6 Further Undertakings. Subject to the terms and
conditions of this Agreement, each of the Parties hereby agrees
to use all reasonable efforts to take, or cause to be taken, all
action and to do, or cause to be done, all things necessary,
proper or advisable under applicable laws, rules and regulations
to consummate and make effective the Transactions, including
using its best efforts to obtain all necessary waivers, consents,
and approvals. In case at any time after the execution of this
Agreement, further action is necessary or desirable to carry out
the purposes of this Agreement, the proper officers and directors
of each of the Parties shall take all such necessary action.
14.7 Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the Commonwealth of
Pennsylvania.
IN WITNESS WHEREOF, the Parties have hereunto caused this
Agreement to be duly executed as of the day and year first above
written.
SPS TECHNOLOGIES, INC.
By:___________________________
Charles W. Grigg, Its
Chairman and Chief Executive
Officer, hereunto duly
authorized
Purchasers:
______________________________
______________________________
______________________________
______________________________
Investors:
______________________________
______________________________
______________________________
______________________________
SCHEDULE 1
TO
STANDBY PURCHASE AGREEMENT
DATED AS OF _________, 1994
(Names and Addresses of Purchasers)
SCHEDULE 2
TO
STANDBY PURCHASE AGREEMENT
DATED AS OF _________, 1994
(Names and Addresses of Investors)
EXHIBIT 8
FORM OF REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this
"Agreement"), dated as of ________, 1994, by and among
the parties listed on Schedule I hereto (each a
"Purchaser" and collectively the "Purchasers"), the
parties listed on Schedule II hereto (each an "Investor"
and collectively the "Investors") and SPS Technologies,
Inc., a Pennsylvania corporation (the "Company");
W I T N E S S E T H:
WHEREAS, the Company, the Purchasers and the
Investors have entered into a Standby Purchase Agreement,
dated as of ________, 1994 (the "Standby Purchase
Agreement");
WHEREAS, in order to induce the Purchasers and
the Investors to enter into the Standby Purchase
Agreement the Company has agreed to provide the
registration rights set forth in this Agreement; and
WHEREAS, the Standby Purchase Agreement
requires that the Company, the Purchasers and the
Investors enter into this Agreement;
NOW, THEREFORE, in consideration of the mutual
agreements and covenants contained herein and other good
and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the parties hereto hereby
agree as follows:
1. Certain Definitions.
Capitalized terms that are not otherwise
defined in this Agreement shall have the meanings
ascribed to them in the Standby Purchase Agreement. As
used in this Agreement, the following capitalized terms
shall have the meanings set forth below:
Affiliate. "Affiliate" shall have the
meaning ascribed to that term in Rule 12b-2 of the
Rules and Regulations under the Exchange Act.
Common Stock. "Common Stock" shall mean
the common stock, $1.00 par value per share, of the
Company.
Exchange Act. "Exchange Act" shall mean
the Securities Exchange Act of 1934, as amended.
Holder. "Holder" shall mean any
Purchaser, any Investor, any Affiliate of any
Purchaser or Investor and any person to whom
Registrable Securities may be transferred by any
Purchaser, any Investor or any Affiliate of any
Purchaser or Investor.
Registrable Securities. "Registrable
Securities" shall mean any shares of Common Stock
Beneficially Owned by the Holders from time to time
(whether currently owned or hereafter acquired),
which in the aggregate represent a percentage of the
Total Voting Power not in excess of the Percentage
Limitation. The term "Registrable Securities" shall
also include any securities issued in exchange for
(including, without limitation, by way of stock
split or in connection with a combination of shares,
recapitalization, merger, consolidation or
otherwise) or as a dividend on Registrable
Securities.
Registration Expenses. "Registration
Expenses" shall mean all expenses incident to the
Company's performance of or compliance with the
registration requirements set forth in this
Agreement including, without limitation, the
following: (i) the fees, disbursements and expenses
of the Company's counsel and accountants in
connection with any registration of Registrable
Securities pursuant to this Agreement; (ii) the
reasonable fees, disbursements and expenses of one
counsel selected by the Holders in connection with
any registration of Registrable Securities pursuant
to this Agreement; (iii) all expenses in connection
with the preparation, printing and filing of the
registration statement, any preliminary prospectus
or final prospectus, any other offering document and
amendments and supplements thereto and the mailing
and delivering of copies thereof to any underwriters
and dealers; (iv) the cost of printing or producing
any agreement(s) among underwriters, underwriting
agreement(s), blue sky or legal investment
memoranda, selling agreements and any other
documents in connection with the offering, sale or
delivery of the Registrable Securities pursuant to
this Agreement; (v) all expenses in connection with
the qualification of the Registrable Securities for
offering and sale under state securities laws,
including the fees and disbursements of counsel for
the underwriter(s) in connection with such
qualification and in connection with any blue sky
and legal investment surveys; and (vi) any filing
fees incident to the registration of Registrable
Securities pursuant to this Agreement.
SEC. "SEC" shall mean the United States
Securities and Exchange Commission.
Securities Act. "Securities Act" shall
mean the Securities Act of 1933, as amended.
2. Securities Subject to this Agreement.
(a) The securities entitled to the benefits of
this Agreement are the Registrable Securities.
(b) As to any proposed offer or sale of
Registrable Securities, such securities shall cease to be
Registrable Securities when (i) a registration statement
with respect to the sale of such securities shall have
become effective under the Securities Act and such
securities shall have been disposed of pursuant to such
registration statement or (ii) such securities shall have
been transferred or sold to any Person other than a
Holder.
(c) Subject to Section 2(b), the demand
registration rights and the piggyback registration rights
provided under Sections 3 and 4 of this Agreement shall
terminate upon the earlier to occur of (i) ________, 2002
and (ii) such time as counsel for the Company shall have
delivered to the Purchasers and Investors an opinion
(which counsel and opinion shall be satisfactory to the
Purchasers and Investors) that all of the Registrable
Securities Beneficially Owned by the Purchasers, the
Investors and their respective Affiliates can be sold
without restriction or registration under the Securities
Act.
3. Registration Request.
(a) From and after _________, 1997 and until
the termination of this Agreement, upon the written
request for the registration of Registrable Securities by
Holders who Beneficially Own 30% or more of the then
Registrable Securities, the Company shall use its best
efforts to cause the Registrable Securities specified in
such request to be registered (a "Demand Registration")
as expeditiously as possible under the Securities Act so
as to permit the sale thereof in the manner specified in
such request and in connection therewith prepare and
file, on such appropriate form as the Company in its
reasonable discretion shall determine, a registration
statement (a "Demand Registration Statement") under the
Securities Act to effect such Registration and seek to
have such Demand Registration Statement become effective
as promptly as practicable; provided, however, that each
such request shall (i) specify the number of shares of
Registrable Securities intended to be offered and sold,
(ii) express the present intention of the Holders to
offer or cause the offering of such Registrable
Securities for sale, (iii) describe the nature or method
of the proposed offer and sale thereof and (iv) contain
an undertaking by the Holders to provide all such
information and materials and to take all such action as
may be required in order to permit the Company to comply
with all applicable requirements of the SEC and to obtain
any desired acceleration of the effective date of such
Demand Registration Statement and; provided, further,
that no such request shall be for the registration of
Registrable Securities having a market value that is less
than $5,000,000 at the time of such request.
(b) Upon any Demand Registration Statement
becoming effective pursuant to this Section 3, the
Company shall use its best efforts to keep such Demand
Registration Statement current and effective for such
period of time as shall be necessary to effect the
distribution of Registrable Securities in the manner
specified by the Holders in the notice delivered to the
Company pursuant to Section 3(a); provided, however, that
such period shall not exceed nine months with respect to
a shelf registration or six months with respect to any
other registration.
(c) Notwithstanding the foregoing:
(i) the Company shall be entitled to
postpone for a reasonable period of time the filing
of any Demand Registration Statement otherwise
required to be prepared and filed by it (A) if the
Company would be required to disclose in such Demand
Registration Statement the existence of any fact
relating to a material business transaction not
otherwise required to be disclosed or (B) if a
registration at the time and on the terms requested
would materially adversely affect any proposed
equity financing by the Company that had been
contemplated by the Company prior to receipt of
notice delivered to the Company pursuant to Section
3(a); provided, however, that in no event may the
Company delay the filing of a Demand Registration
Statement for more than 90 days; and
(ii) the Company shall not be obligated to
file a Demand Registration Statement pursuant to
this Section 3 during the 180-day period following
the effective date of any other registration
statement filed by the Company in connection with an
underwritten primary or a secondary offering of its
securities.
(d) The obligation of the Company to effect
Demand Registrations in accordance with this Section 3
shall expire after two separate Demand Registration
Statements shall have become effective pursuant to this
Agreement. A Demand Registration Statement shall not be
deemed to have become effective for purposes of the
preceding sentence:
(i) if, after a Demand Registration
Statement has become effective such Demand
Registration Statement is interfered with by any
stop order, injunction or other order or requirement
of the SEC or other governmental authority for any
reason other than an act or omission of the Holders
requesting such registration; or
(ii) if the Company voluntarily takes
any action that would result in the Holders not
being able to sell the Registrable Securities
covered by such Demand Registration Statement during
the period specified in Section 3(b).
(e) If the Company files a Demand Registration
Statement pursuant to this Section 3 for an underwritten
offering, the Company shall be entitled to include in
such Demand Registration Statement, as a part of such
underwritten offering, additional shares of Common Stock
to be sold for the account of the Company or for any
other Person(s), on the same terms and conditions as the
shares of Common Stock being sold by the Holders;
provided, however, that if the managing underwriters(s)
of such offering advises in writing that in their opinion
the inclusion in such Demand Registration Statement of
all Common Stock proposed to be included by the Company
and such other Person(s) would result in a total number
of shares of Common Stock in excess of the number of
shares of Common Stock which can be sold in such offering
or would substantially affect the price that the Holders
could otherwise obtain in such offering, then the number
of shares of Common Stock to be included in such Demand
Registration Statement for the account of the Company or
such other Persons(s) shall be reduced to such number
that the managing underwriter(s) advise could be included
in such underwriting without interfering with the
successful marketing and pricing of the Registrable
Securities proposed to be sold by the Holders.
(f) the Company shall pay all Registration
Expenses incurred in connection with any Demand
Registration effected pursuant to this Section 3. The
Holders shall pay all underwriting discounts and
commissions attributable to the Registrable Securities
sold by the Holders pursuant to Demand Registration
Statement and the fees and expenses of any advisor(s)
other than the one counsel whose fees and expenses are
expressly included in the Registration Expenses.
4. Incidental Registration.
(a) If the Company at any time proposes to
register any of its securities ("Other Securities") under
the Securities Act (other than a registration on Form S-4
or S-8 or an S-3 registration statement which relates
solely to a dividend reinvestment plan or employee
purchase plan), whether or not for sale for its own
account, it will each such time give written notice to
the Holders of its intention to do so at least 30 days
prior to the anticipated filing date of the registration
statement relating to such registration. Such notice
shall offer the Holders the opportunity to include in
such registration statement (a "Piggyback Registration
Statement") such number of Registrable Securities as the
Holders may request. Upon the written request of the
Holders made within 10 days after the receipt of the
Company's notice (which request shall specify the number
of Registrable Securities intended to be disposed of and
the intended method of disposition thereof), the Company
will use its best efforts to effect, in connection with
the registration of the Other Securities, the
registration (a "Piggyback Registration") under the
Securities Act of all Registrable Securities which the
Company has been so requested to register by the Holders,
to the extent required to permit the disposition (in
accordance with such intended method or methods thereof
as aforesaid) of the Registrable Securities to be so
registered; provided, that if at any time after giving
such written notice of its intention to register any
Other Securities and prior to the effective date of the
Piggyback Registration Statement, the Company shall
determine for any reason not to register the Other
Securities, the Company may, at its election, give
written notice of such determination to the Holders and
thereupon the Company shall be relieved of its obligation
to register such Registrable Securities in connection
with the registration of such Other Securities (but not
from its obligation to pay Registration Expenses to the
extent incurred in connection therewith as provided in
Section 4(f) or its obligation to effect subsequent
Piggyback Registrations pursuant to this Section 4).
(b) If a Piggyback Registration is to be:
(i) an underwritten primary registration
on behalf of the Company, and the managing
underwriter(s) advise the Company in writing that in
their opinion the total number of securities
requested to be included in such registration would
exceed the number of securities which can be sold in
such offering or would substantially affect the
price that the Company could otherwise obtain in
such offering, the Company shall include in such
registration: (l) first, up to the full number of
securities the Company proposes to sell, (2) second,
up to the full number of securities that the Holders
propose to sell and (3) third, up to the full number
of securities that the managing underwriter(s)
advise can be so sold, allocated pro rata among the
holders of Other Securities (other than the
securities sold by the Company) (the "Other
Holders") who have also requested registration on
the basis of the number of securities requested to
be included therein by such Other Holders; or
(ii) an underwritten secondary
registration on behalf of a holder of Common Stock
demanding registration (an "Initiating Holder"), and
the managing underwriter(s) advise the Company in
writing that in their opinion the total number of
securities requested to be included in such
registration would exceed the number of securities
which can be sold in such offering or would
substantially affect the price that the Initiating
Holder could otherwise obtain in such offering, the
Company shall include in such registration: (l)
first, up to the full number of Other Securities the
Initiating Holder proposes to sell, (2) second, up
to the full number of securities that the Holders
propose to sell and (3) third, up to the full number
of securities that the managing underwriter(s)
advise can be so sold, allocated pro rata among the
Company and any Other Holders (other than the
Initiating Holder) who have also requested
registration on the basis of the number of
securities requested to be included therein by the
Company and such Other Holders.
(c) The Company shall not be required to
effect any Piggyback Registration under this Section 4
incidental to the registration of any of its securities
in connection with dividend reinvestment plans or stock
option or other employee benefit plans.
(d) No Piggyback Registration effected under
this Section 4 shall relieve the Company of its
obligation to effect Demand Registrations pursuant to
Section 3.
(e) The Company shall pay all Registration
Expenses in connection with any Piggyback Registration
effected pursuant to this Section 4. The Holders shall
pay all underwriting discounts or commissions
attributable to the Registrable Securities sold by the
Holders pursuant to Piggyback Registration Statement and
the fees and expenses of any advisor(s) other than the
one counsel whose fees and expenses are expressly
included in the Registration Expenses.
5. Registration Procedures.
(a) In connection with any offering of
Registrable Securities pursuant to this Agreement, the
Company (i) shall furnish to the Holders without charge
such number of copies of any prospectus (including any
preliminary prospectus) and prospectus supplement as they
may reasonably request in order to effect the offering
and sale of the Registrable Securities to be offered and
sold, but only while the Company shall be required under
the provisions hereof to cause the registration statement
to remain current and effective, and (ii) take such
action as shall be necessary to qualify the Registrable
Securities covered by such registration statement under
such blue sky or other state securities laws as the
Holders shall request; provided, however, that the
Company shall not be obligated to qualify as a foreign
corporation to do business under the laws of any
jurisdiction in which it shall not be then qualified or
to file any general consent to service of process.
(b) If requested, the Company shall enter into
an underwriting agreement with an investment banking firm
selected by the Company (and reasonably satisfactory to
the Holders) in connection with a Piggyback Registration,
or with a nationally recognized investment banking firm
selected by the Holders (and reasonably acceptable to the
Company) in connection with a Demand Registration. In
either case, such underwriting agreement shall contain
such representations, warranties, indemnities and
agreements as are then customarily included in
underwriting agreements with relating to secondary public
offerings.
(c) In connection with any offering of
Registrable Securities registered pursuant to this
Agreement, the Company shall (i) furnish the Holders, at
the Company's expense, with unlegended certificates
representing ownership of the Registrable Securities
which are sold in such offering in such denominations as
the Holders shall request and (ii) instruct the transfer
agent and registrar of the Common Stock to release any
stop transfer orders with respect to the Registrable
Securities so sold.
(d) In connection with the Company's
obligations pursuant to Sections 3 and 4 hereof, the
Company will:
(i) before filing a registration
statement or prospectus or any amendments or
supplements thereto, furnish to counsel for the
Holders, copies of all such documents proposed to be
filed, which documents will be subject to such
counsel's review and comments;
(ii) cause the prospectus to be
supplemented by any required prospectus supplement,
and as so supplemented to be filed pursuant to Rule
424 under the Securities Act;
(iii) notify each Holder of Registrable
Shares covered by the registration statement
promptly: (A) when the prospectus or any prospectus
supplement or post-effective amendment has been
filed, and, with respect to the registration
statement or any post-effective amendment, when the
same has become effective; (B) of any request by the
SEC for any amendments or supplements to the
registration statement or the prospectus or for
additional information; (C) of the issuance by the
SEC of any stop order suspending the effectiveness
of the registration statement or the initiation of
any proceedings for that purpose; (D) if, at any
time prior to the closing contemplated by an
underwriting agreement entered into in connection
with such registration statement, that the
representations and warranties of the Company
contemplated by Section 5(b) above cease to be true
and correct; (E) of the receipt by the Company of
any notification with respect to the suspension of
the qualification of the Registrable Securities for
sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose; and
(F) of the happening of any event which makes any
statement made in the registration statement, the
prospectus or any document incorporated therein by
reference untrue or which requires the making of any
changes in the registration statement, the
prospectus or any document incorporated therein by
reference in order to make the statements therein
not misleading;
(iv) make every reasonable effort to
obtain the withdrawal of any order suspending the
effectiveness of the registration statement;
(v) furnish to each Holder of Registrable
Securities covered by the registration statement,
without any additional charge, one manually signed
copy of the Registration Statement and any post-
effective amendment thereto, including financial
statements and schedules, all documents incorporated
therein by reference and all exhibits (including
those incorporated by reference);
(vi) upon the occurrence of any event
contemplated by paragraph (d)(iii)(F) above, prepare
a supplement or post-effective amendment to the
registration statement, the related prospectus or
any document incorporated therein by reference or
file any other required document so that, as
thereafter delivered to the purchasers of the
Registrable Securities, the prospectus will not
contain an untrue statement of a material fact or
omit to state any material fact necessary to make
the statements therein not misleading;
(vii) cause all Registrable Securities
covered by the registration statement to be listed
on each securities exchange on which similar
securities issued by the Company are then listed if
requested by the Holders thereof or the managing
underwriter(s), if any;
(viii)(A) obtain opinions of counsel to
the Company and updates thereof addressed to the
Holders and the underwriter(s), if any, covering the
matters customarily covered in opinions requested in
underwritten offerings and such other matters as may
be reasonably requested by the Holder and the
underwriter(s), if any; and (B) obtain "cold
comfort" letters and updates thereof from the
Company's independent certified public accountants
addressed to the Holders and the underwriter(s), if
any, such letters to be in customary form and
covering matters of the type customarily covered in
"cold comfort" letters by accountants in connection
with underwritten offerings. The above shall be
done at each closing under such underwriting or
similar agreement or as and to the extent required
thereunder;
(ix) make available for inspection, in
connection with the preparation of a registration
statement pursuant to this Agreement, by a
representative of the Holders of Registrable
Securities covered by the registration statement,
and any attorney or accountant retained by such
Holders, all financial and other records and
pertinent corporate documents and properties of the
Company, and cause the Company's officers, directors
and employees to supply all information reasonably
requested by any such representative, attorney or
accountant; provided that any records, information
or documents that are designated by the Company in
writing as confidential shall be kept confidential
by such persons unless disclosure of such records,
information or documents is required by court or
administrative order; and
(x) otherwise use its best efforts to
comply with all applicable rules and regulations of
the SEC.
6. Indemnification and Contribution.
(a) In the case of each offering effected
pursuant to this Agreement, the Company agrees to
indemnify and hold the Holders, the underwriter(s), and
each person who controls any of the foregoing within the
meaning of Section 15 of the Securities Act, harmless
against any and all losses, claims, damages or
liabilities (collectively, "Losses") to which they or any
of them may become subject under the Securities Act or
any other statute or common law or otherwise, and to
reimburse them for any reasonable legal or other expenses
incurred by them in connection with investigating any
claims and defending any actions, insofar as any such
Losses shall arise out of or shall be based upon (i) any
untrue statement or alleged untrue statement of a
material fact contained in the registration statement
relating to the sale of such Registrable Securities, or
the omission or alleged omission to state therein a
material fact required to be stated therein or necessary
to make the statements therein not misleading, or (ii)
any untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus (as
amended or supplemented if the Company shall have filed
with the SEC any amendment thereof or supplement
thereof), if used prior to the effective date of such
registration statement, or contained in the prospectus
(as amended or supplemented if the Company shall have
filed with the SEC any amendment thereof or supplement
thereof, including the information deemed part of such
registration statement pursuant to Rule 430A), if used
within the period during which the Company shall be
required to keep the registration statement to which such
prospectus relates current and effective pursuant to the
terms of this Agreement, or the omission or alleged
omission to state therein (if so used) a material fact
necessary in order to make the statements therein, in
light of the circumstances under which they were made,
not misleading; provided, however, that the
indemnification agreement contained in this Section 6(a)
shall not apply to Losses which arise out of or are based
upon any such untrue statement or alleged untrue
statement, or any such omission or alleged omission, if
such statement or omission shall have been made in
reliance upon and in conformity with information
furnished in writing to the Company by the Holders
specifically for use in connection with the preparation
of the registration statement or any preliminary
prospectus or prospectus contained in the registration
statement or any such amendment thereof or supplement
thereto.
(b) In the case of each offering effected
pursuant to this Agreement, the Holders and
underwriter(s) shall agree, severally, in the same manner
and to the same extent as set forth in Section 6(a) to
indemnify and hold harmless the Company and each person,
if any, who controls the Company within the meaning of
Section 15 of the Securities Act, its directors and those
officers of the Company who shall have signed any such
registration statement, for Losses arising out of any
statement in or omission from such registration statement
or any preliminary prospectus (as amended or as
supplemented, if amended or supplemented as aforesaid) or
prospectus contained in such registration statement (as
amended or as supplemented, if amended or supplemented as
aforesaid), if such statement or omission shall have been
made in reliance upon and in conformity with information
furnished in writing to the Company by the Holders or the
underwriter(s), as the case may be, specifically for use
in connection with the preparation of such registration
statement or any preliminary prospectus or prospectus
contained in such registration statement or any such
amendment thereof or supplement thereto; provided,
however, that with respect to any statement or omission
made in any preliminary prospectus, the indemnity
agreement contained in this Section 6(b) shall not apply
with respect to the Holders to the extent that any such
Losses arise out of or are based upon the fact that a
current copy of the prospectus was not sent or given to a
person asserting such Losses at or prior to the written
confirmation of the sale of the Registrable Securities if
such current copy of the prospectus would have cured the
defect giving rise to such Losses.
(c) Each party indemnified under Sections 6(a)
or 6(b) shall, promptly after receipt of notice of any
claim against, or the commencement of any action against,
such indemnified party in respect of which indemnity may
be sought, notify the indemnifying party in writing of
the commencement thereof. The omission of any
indemnified party to so notify an indemnifying party of
any such action shall not relieve the indemnifying party
from any liability in respect of such action which it may
have to such indemnified party on account of the
indemnity agreement in Section 6(a) or 6(b), unless and
to the extent the indemnifying party was prejudiced by
such omission, and in no event shall relieve the
indemnifying party from any other liability which it may
have to such indemnified party. In case any such action
shall be brought against any indemnified party and it
shall notify an indemnifying party of the commencement
thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it may wish,
jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party, and after notice
from the indemnifying party to such indemnified party of
its election so to assume the defense thereof, the
indemnifying party shall not be liable to such
indemnified party under Sections 6(a) or 6(b) for any
legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof
other than reasonable costs of investigations; provided,
however, that the indemnifying party shall not be
entitled to assume the defense of the indemnified party
if in the reasonable judgment of such indemnified party
based on advice of counsel, a conflict of interest may
exist between such indemnified party and any other
indemnified parties with respect to such claim.
(d) The Company, the Holders and the
underwriter(s) shall also agree that if and to the extent
that the indemnification provided under Sections 6(a) or
6(b) shall be held unenforceable, the Company, the
Holders and the underwriter(s) shall contribute to the
aggregate Losses arising in connection with any offering
effected pursuant to this Agreement in such proportion as
is appropriate to reflect the relative benefits to and
the relative fault of the Company, the Holders and the
underwriter(s) as well as any other relevant equitable
considerations. The relative fault of a party shall be
determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material
fact relates to information supplied by such party and
each party's relative intent, knowledge, access to
information and opportunity to correct or prevent such
statement or omission. The parties agree that it would
not be just and equitable if contribution pursuant to
this Section 6(d) were determined by pro rata allocation
or by any other method of allocation which does not take
into account the equitable considerations referred to
above. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11 of the Securities Act)
shall be entitled to contribution from any person who was
not also guilty of such fraudulent misrepresentation.
(e) No Holder shall be liable for
indemnification or contribution under this Section 6 in
an aggregate amount that exceeds the net proceeds
received by such Holder and its Affiliates in connection
with an offering effected pursuant to this Agreement.
7. Miscellaneous.
(a) Restrictions on Public Sale by the Company.
The Company covenants and agrees that (i) it shall not
effect any public sale or distribution of any securities
similar to those being registered pursuant to this
agreement, or any securities convertible into or
exchangeable or exercisable for such securities (except
pursuant to a registration statement on Form S-4 or S-8)
during the thirty (30) days prior to, and during the one-
hundred eighty (180) day period beginning on, the
effective date of any registration statement relating to
the Registrable Securities or the commencement of a
public distribution of Registrable Securities pursuant to
such registration statement, and (ii) that any agreement
entered into after the date hereof pursuant to which the
Company agrees to issue any privately placed securities
shall contain a provision under which holders of such
securities agree not to effect any public sale or
distribution of any such securities during the period
described in clause (i) above (except as part of the
registration referred to in such clause (i), if
permitted), including any sales pursuant to Rule 144
under the Securities Act.
(b) Registration Rights. The Company covenants
and agrees that, prior to __________, 2002, it will not
grant registration rights to any other person unless the
Holders shall be entitled to have included in any
registration effected pursuant to Section 4 of this
Agreement all Registrable Securities requested by them to
be so included pro rata with the inclusion of any
securities requested to be registered by such person
pursuant to incidental registration rights so granted.
(c) Adjustments Affecting Registrable
Securities. The Company will not take any action, or
permit any change to occur, with respect to the
Registrable Securities which would adversely affect the
ability of the Holders to include Registrable Securities
in a registration effected pursuant to this Agreement.
(d) Governing Law and Severability. This
Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania without giving effect to
conflicts of law principles thereof. If any provision of
this Agreement shall be declared invalid or unenforceable
by a court of competent jurisdiction, the remaining
provisions hereof shall remain valid and shall continue
in effect.
(e) Binding Effect on Successor. This
Agreement shall be binding upon and inure to the benefit
of the Company, the Purchasers, the Investors and their
respective successors and assigns (including successors
resulting from any merger, consolidation, reorganization
or transfer of assets).
(f) Specific Performance. The Purchasers, the
Investors and the Company acknowledge and agree that
irreparable injury would occur in the event that any of
the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise
breached and that such injury would not be compensable in
damages. The parties agree that they shall be entitled
to specific enforcement of, and injunctive relief to
prevent, any violation of the terms hereof, and no party
will take action, directly or indirectly, in opposition
to another party seeking such relief on the grounds that
any other remedy or relief is available at law or in
equity. The parties further agree that no bond shall be
required as a condition to the granting of such relief.
(g) No Waiver. Any waiver by any party of a
breach of any provision of this Agreement shall not
operate as or be construed to be a waiver of any other
breach of such provision or of any breach of any other
provision of this Agreement. The failure of a party to
insist upon strict adherence to any term of this
Agreement on any one or more occasions shall not be
considered a waiver or deprive that party of the right
thereafter to insist upon strict adherence to that term
or any other term of this Agreement.
(h) Entire Agreement; Amendments. This
Agreement, together with the Standby Purchase Agreement,
contains the entire understanding of the parties with
respect to the subject matter hereof and thereof. There
are no restrictions, agreements, promises,
representations, warranties, covenants or undertakings
other than those expressly set forth herein or therein.
This Agreement may be amended only by a written
instrument duly executed by the parties or their
respective successors or assigns.
(i) Headings. The section headings contained
in the Agreement are for reference purposes only and
shall not effect in any way the meaning or interpretation
of this Agreement.
(j) Notices. All notices, requests, claims,
demands and other communications hereunder shall be in
writing and shall be given in the manner specified in the
Standby Purchase Agreement.
(k) Further Assurances. From time to time on
and after the date hereof, the Company, the Purchasers
and the Investors shall deliver or cause to be delivered
such further documents and instruments and shall do and
cause to be done such further acts as shall be reasonably
required to carry out the provisions and purposes of this
Agreement.
(l) Counterparts. This Agreement may be
executed in one or more counterparts, each of which shall
be deemed an original and all of which together shall be
deemed one and the same Agreement.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written.
SPS TECHNOLOGIES, INC.
By:__________________________
Name:
Title:
PURCHASERS:
_____________________________
INVESTORS:
_____________________________
EXHIBIT 9
AMENDED AND RESTATED JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) promulgated
under the Securities Exchange Act of 1934, as amended,
the undersigned hereby agree to the joint filing with all
other Reporting Persons (as such term is defined in the
Schedule 13D referred to below) on behalf of each of them
of a Statement on Schedule 13D (including any amendments
thereto) with respect to the common stock, par value
$1.00 per share, of SPS Technologies, Inc., a
Pennsylvania corporation. The undersigned further
consent and agree to the inclusion of this Agreement as
an Exhibit to such Schedule 13D. This Agreement may be
executed in any number of counterparts, all of which
taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned have
executed this agreement as of the 26th day of August,
1994.
TINICUM ENTERPRISES, INC.
By: /s/ James H. Kasschau
James H. Kasschau
President
TINICUM INVESTORS
By: /s/ Eric M. Ruttenberg
Eric M. Ruttenberg
Managing Partner
RUTCO INCORPORATED
By: /s/ James H. Kasschau
James H. Kasschau
President
TINICUM FOREIGN INVESTMENTS CORPORATION
By: /s/ James H. Kasschau
James H. Kasschau
President
TINICUM ASSOCIATES, G.P.
By: Tinicum Associates, Inc., Managing Partner
By: /s/ James H. Kasschau
James H. Kasschau
President
RIT CAPITAL PARTNERS plc
By: /s/ J.W.P. Johnston
J.W.P. Johnston
Alternate Director for The Hon. C.P. Gibson
J. ROTHSCHILD CAPITAL MANAGEMENT LIMITED
By: /s/ J.W.P. Johnston
J.W.P. Johnston
Director
ST. JAMES'S PLACE CAPITAL plc
By: /s/ J.W.P. Johnston
J.W.P. Johnston
Company Secretary
/s/ Putnam L. Crafts, Jr.
PUTNAM L. CRAFTS, JR.
/s/ James H. Kasschau
JAMES H. KASSCHAU
ANNEX A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SPS Technologies, Inc.
(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
784626103
(CUSIP Number)
Tinicum Enterprises
990 Stewart Avenue
Garden City, New York 11530
(516) 222-2874
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Paul T. Schnell
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
January 4, 1991
(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
statement 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]
SCHEDULE 13D
CUSIP No. 784626103
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
TINICUM ENTERPRISES, INC.
13-3506390
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
WC, BK
_________________________________________________________________
(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
136,993 shares of Common Stock
NUMBER OF (See Item 5)
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 136,993 shares of Common Stock
WITH (See Item 5)
___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
136,993 shares of Common Stock (See Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.71%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
CO
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 784626103
_________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
TINICUM INVESTORS, L.P.
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
WC, BK
_________________________________________________________________
(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
73,904 shares of Common Stock
NUMBER OF (See Item 5)
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 73,904 shares of Common Stock
WITH (See Item 5)
___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,904 shares of Common Stock (See Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.46%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
PN
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 784626103
_________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RIT CAPITAL PARTNERS plc
_________________________________________________________________
(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
United Kingdom
_________________________________________________________________
(7) SOLE VOTING POWER
0
NUMBER OF ___________________________________
SHARES (8) SHARED VOTING POWER
BENEFICIALLY 97,185 shares of Common Stock
OWNED BY (See Item 5)
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 0
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
97,185 shares of Comon Stock
(See Item 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,185 shares of Common Stock (See Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.93%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
IV
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 784626103
_________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. ROTHSCHILD HOLDINGS plc
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
Not applicable
_________________________________________________________________
(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 Kingdom
_________________________________________________________________
(7) SOLE VOTING POWER
0
NUMBER OF ___________________________________
SHARES (8) SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 0
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (X)
See Item 5
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
HC
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 784626103
_________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. ROTHSCHILD CAPITAL MANAGEMENT LIMITED
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
Not applicable
_________________________________________________________________
(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 Kingdom
_________________________________________________________________
(7) SOLE VOTING POWER
0
NUMBER OF ___________________________________
SHARES (8) SHARED VOTING POWER
BENEFICIALLY 97,185 shares of Common Stock
OWNED BY (See Item 5)
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 0
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
97,185 shares of Common Stock
(See Item 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (X)
See Item 5
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
CO
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 784626103
_________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ST. JAMES' PLACE CAPITAL plc
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
Not applicable
_________________________________________________________________
(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 Kingdom
_________________________________________________________________
(7) SOLE VOTING POWER
0
NUMBER OF ___________________________________
SHARES (8) SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 0
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (X)
See Item 5
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
HC
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 784626103
_________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PUTNAM L. CRAFTS, JR.
###-##-####
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
PF
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
_________________________________________________________________
(7) SOLE VOTING POWER
61,118 shares of Common Stock
(See Item 5)
NUMBER OF ___________________________________
SHARES (8) SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 61,118 shares of Common Stock
WITH (See Item 5)
___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,118 shares of Common Stock (See Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.21%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
IN
_________________________________________________________________
Item 1. Security and Issuer.
This statement relates to shares of common
stock, $1.00 par value per share (the "Shares"), of SPS
Technologies, Inc., a Pennsylvania corporation (the
"Issuer"). The principal executive offices of the Issuer
are located at 900 Newtown-Yardley Road, Newtown,
Pennsylvania 18940.
Item 2. Identity and Background.
(a)-(c), (f). This statement is being filed by
Tinicum Enterprises, Inc., a Delaware corporation
("Enterprises"), Tinicum Investors, L.P., a Delaware
limited partnership ("Investors") RIT Capital Partners
plc, a United Kingdom corporation ("RIT"), J. Rothschild
Holdings plc, a United Kingdom corporation ("JRH"),
J. Rothschild Capital Management Limited, a United
Kingdom corporation ("JRCML"), St. James's Place Capital
plc, a United Kingdom corporation ("SJPC"), and Mr.
Putnam L. Crafts, Jr. ("Mr. Crafts"). Enterprises,
Investors, RIT, JRH, JRCML, SJPC and Mr. Crafts are
hereinafter collectively referred to as the "Reporting
Persons." Any disclosures herein with respect to persons
other than the Reporting Persons are made on information
and belief after making inquiry to the appropriate party.
Enterprises is a private investment company,
one-third of the voting stock of which is owned by each
of Eric M. Ruttenberg, Hattie Ruttenberg and John C.
Ruttenberg. The business address, principal employment
or occupation and citizenship of Eric M. Ruttenberg and
John C. Ruttenberg are set forth in Schedule I hereto and
incorporated herein by reference. Hattie Ruttenberg is a
private investor. Her business address is 990 Stewart
Avenue, Garden City, New York 11530. She is a citizen of
the United States of America. The address of
Enterprises' principal business and of its principal
office is 990 Stewart Avenue, Garden City, New York
11530.
Investors is a private investment company. The
address of its principal business and of its principal
office is 990 Stewart Avenue, Garden City, New York
11530. The general partners of Investors are Eric M.
Ruttenberg, John C. Ruttenberg, Hattie Ruttenberg and
Tinicum Incorporated, a New York corporation ("Tinicum").
Tinicum acts as a management company for Investors and
other affiliated entities. The address of its principal
business and of its principal office is 990 Stewart
Avenue, Garden City, New York 11530.
JRH owns 38.6% of the stock of RIT and 100% of
the stock of JRCML. SJPC owns 100% of the stock of JRH.
RIT is an investment company that invests in securities
primarily of United Kingdom and United States
corporations. JRH and SJPC are investment holding
companies with interests in companies engaged in
investment holding, investment dealing and fund
management. JRCML is an investment and fund management
company, and, as described in Item 5, serves as an
investment manager of RIT's portfolio. The address of
the principal business and of the principal office of
each of RIT, JRH, JRCML and SJPC is 15 St. James's Place,
London SW1A 1NW, England, U.K.
The names, business addresses, present
principal occupations or employments, and citizenships
(and the names, principal businesses and addresses of the
corporations or other organizations in which such
employment is conducted) of the executive officers and
directors of each of Enterprises, Tinicum, RIT, JRH,
JRCML and SJPC are set forth in Schedule I attached
hereto and incorporated herein by reference.
Mr. Crafts' business and residence address is
Blue Mill Road, Morristown, New Jersey 07960, and his
present principal employment is private investor. Mr.
Crafts is a citizen of the United States of America.
(d) and (e). During the last five years, none
of the Reporting Persons (or to the best knowledge of the
Reporting Persons, the persons listed on Schedule I
hereto) has (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or
(ii) 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.
Enterprises purchased directly 136,993 Shares
for a total consideration of approximately $3,859,998.
Investors purchased directly 73,904 Shares for a total
consideration of approximately $2,525,338. Enterprises
and Investors paid for such Shares from their working
capital and from borrowings in the ordinary course of
business under previously existing credit facilities
available for general corporate purposes, including
purchases of marketable securities. Such loans bear
interest, at the option of the borrower, at the London
interbank offered rate plus a percentage ranging from
1/2% to 3/4%, or the prime rate (as announced by The Bank
of New York). Borrowings under the facilities are
secured by certain promissory notes payable to certain
officers, directors and controlling persons of
Enterprises and Investors and other related parties which
were issued by Westinghouse Electric Corporation, a
Pennsylvania corporation. Neither of these facilities
was made available for the specific purpose of acquiring
Shares. A copy of Enterprises' Revolving Credit
Agreement is filed herewith as Exhibit 2 and a copy of
Investors' Amended and Restated Revolving Credit
Agreement is filed herewith as Exhibit 3, the complete
terms and provisions of each of which are incorporated
herein by reference.
RIT purchased directly 97,185 Shares for a
total consideration of approximately $3,088,817. RIT
paid for its Shares from its working capital.
Mr. Crafts purchased directly 61,118 Shares for
a total consideration of approximately $1,839,922. Mr.
Crafts paid for his Shares from his personal funds.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the Shares
reported in Item 5 below for investment purposes. The
Reporting Persons view the Shares as an attractive
investment opportunity at this time.
On a number of occasions since July 1988,
certain officers and other representatives of various of
the Reporting Persons have met and discussed with members
of management of the Issuer, among other things, (i) the
possibility of the Reporting Persons increasing their
ownership of Shares, (ii) whether the Issuer would have
any interest in exploring a possible acquisition of the
Issuer, including a possible leveraged acquisition
involving the participation of management, by a group
that would be formed by the Reporting Persons and
possibly other investors, and (iii) whether the Issuer
would have any interest in considering nominating one or
more representatives of the Reporting Persons for
election to the Issuer's Board of Directors to work with
management to enhance the Issuer's performance. The
Issuer's Chairman of the Board and Chief Executive
Officer advised the Reporting Persons that the Issuer was
not interested in exploring a possible acquisition of the
Issuer or nominating a representative of the Reporting
Persons for election to the Issuer's Board.
Certain officers and other representatives of
Enterprises and Investors and Mr. Crafts also have had a
number of meetings and discussions with a significant
shareholder of the Issuer and the representative of
several other significant shareholders of the Issuer
concerning exploring, among other things, the possible
purchase by the Reporting Persons of a portion of the
Shares owned by certain of such shareholders. Such
officers and other representatives of Enterprises and
Investors and Mr. Crafts also discussed on certain of
these occasions that they were exploring the possible
acquisition of the Issuer by a group that would be formed
by the Reporting Persons and possibly other investors,
and the possibility of seeking to have the Issuer
nominate one or more representatives of the Reporting
Persons for election as a director. No agreement,
arrangement or understanding was reached between any
Reporting Person and any of such shareholders with
respect to any of the foregoing matters or any other
matter involving the Issuer or the Shares.
The Reporting Persons intend to review their
investment in the Issuer on a continuing basis and
reserve the right to acquire additional Shares in the
open market or in privately negotiated transactions or
otherwise, to maintain their holdings at current levels
or to sell all or a portion of their holdings in the open
market or in privately negotiated transactions or
otherwise. Any such actions will depend upon, among
other things, the availability of Shares for purchase at
satisfactory price levels; the continuing evaluation of
the Issuer's business, financial condition, operations
and prospects; general market, economic and other
conditions; the relative attractiveness of alternative
business and investment opportunities; the availability
of financing; the actions of the management and Board of
Directors of the Issuer; and other future developments.
Furthermore, depending upon their continuing assessment
of the above factors, the Reporting Persons may consider
proposing an acquisition of all or part of the Issuer or
another extraordinary corporate transaction involving the
Issuer or the election of one or more of their
representatives as directors of the Issuer.
As part of their ongoing review, the Reporting
Persons may have additional discussions with third
parties, including other shareholders, or with management
of the Issuer regarding the foregoing or ways of
improving the Issuer's performance and enhancing
shareholder value.
Except as set forth above, the Reporting
Persons have no present plans or intentions which would
result in or relate to any of the transactions described
in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on January 11,
1991, the Reporting Persons owned in the aggregate
369,200 Shares, which represent approximately 7.31% of
the 5,047,645 Shares outstanding as of November 9, 1990,
as reported in the Issuer's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1990. In accordance
with Rule 13d-5(b)(1) of the General Rules and
Regulations under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), Enterprises, Investors,
RIT, JRH, JRCML, SJPC and Mr. Crafts as a group may be
deemed to beneficially own such Shares. As of the close
of business on January 11, 1991, Enterprises, Investors,
RIT and Mr. Crafts have direct beneficial ownership of
136,993, 73,904, 97,185 and 61,118 Shares, respectively.
To the best of the Reporting Persons' knowledge
and belief, none of the persons listed on Schedule I
hereto owns beneficially any Shares.
(b) Each of Enterprises, Investors, RIT
(subject to the Investment Management Agreement described
below) and Mr. Crafts has sole power to vote or to direct
the vote and sole power to dispose or to direct the
disposition of the Shares of which it has direct
beneficial ownership.
JRH owns 38.6% of RIT and three members of
JRH's Board of Directors are members of RIT's seven
member Board of Directors. JRH may, by virtue of its
ownership interest in RIT, be deemed to own beneficially
(as that term is defined in Rule 13d-3 under the Exchange
Act) the Shares of which RIT has beneficial ownership.
JRH disclaims, however, any beneficial interest in the
Shares owned by RIT.
Pursuant to a discretionary investment
management agreement between RIT and JRCML, dated June
28, 1988, JRCML serves as the investment manager of RIT's
investment portfolio and, pursuant to such agreement, has
the authority on behalf of RIT to vote and sell RIT's
Shares. By virtue of such agreement, JRCML may be deemed
to own beneficially (as that term is defined in Rule
13d-3 under the Exchange Act) the Shares of which RIT has
beneficial ownership. JRCML disclaims, however, any
beneficial interest in the Shares owned by RIT. (See
Item 6 of this statement for a more complete description
of such agreement.)
SJPC owns 100% of JRH. Five members of SJPC's
Board of Directors are members of JRH's seven member
Board of Directors. Three members of SJPC's Board of
Directors who are members of JRH's Board are also members
of RIT's seven member Board of Directors. SJPC may, by
virtue of its indirect ownership interest in RIT and its
indirect ownership of 100% of the stock of JRCML, be
deemed to own beneficially (as that term is defined in
Rule 13d-3 under the Exchange Act) the Shares of which
RIT has beneficial ownership. SJPC disclaims, however,
any beneficial ownership interest in the Shares owned by
RIT.
(c) Within the past 60 days, the Reporting
Persons purchased Shares in the manner, in the amounts,
on the dates and at the prices set forth on Schedule II
attached hereto and incorporated herein by reference. To
the best knowledge of the Reporting Persons, none of the
persons listed on Schedule I hereto has purchased or sold
Shares during the past 60 days.
(d) Pursuant to an agreement between Investors
and RIT, dated November 29, 1990, among other things,
Investors has the right, under certain circumstances, to
receive a percentage of the net profit (as defined
therein) realized by RIT on its investment in Shares.
(See Item 6 of this statement for a more complete
description of such agreement.)
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to
Securities of the Issuer.
The Reporting Persons have had an oral
understanding to consult each other on matters relating
to the voting, holding, acquisition and disposition of
Shares. In addition, Enterprises, Investors, RIT and Mr.
Crafts have an oral understanding whereby purchases of
Shares effected for their accounts have been allocated
approximately 57% to Enterprises and Investors taken
together, 26% to RIT and 17% to Mr. Crafts. Of the
approximately 57% of Shares allocated to Enterprises and
Investors, to date approximately 65% has been allocated
for the account of Enterprises and 35% for Investors.
RIT and JRCML have entered into a discretionary
investment management agreement, dated June 28, 1988 (the
"Investment Management Agreement"), a copy of which is
filed herewith as Exhibit 4, pursuant to which JRCML acts
as the discretionary investment manager of RIT's
investment portfolio. Under the Investment Management
Agreement, JRCML has full authority on behalf of RIT to
(i) acquire, hold or underwrite or sell, convert, redeem
or otherwise dispose of RIT's investments, subject to
certain agreed upon investment guidelines, and (ii)
exercise any rights (including voting rights) which
attach to such investments without obtaining RIT's prior
approval. In return for performing this function, JRCML
receives a management fee determined as set forth in the
Investment Management Agreement.
The foregoing summary of certain provisions of
the Investment Management Agreement is not intended to be
complete and is qualified in its entirety by the complete
text of such document which is incorporated herein by
reference.
Investors and RIT have entered into an
agreement, dated November 29, 1990 (the "RIT Agreement"),
a copy of which is filed herewith as Exhibit 5, pursuant
to which, in consideration of RIT's joining the investor
group consisting of Enterprises, Investors and Mr. Crafts
to invest in Shares, RIT will pay its pro-rata share of
all out-of-pocket costs and fees incurred by Investors on
behalf of the investor group in connection with such
investment, and RIT will pay Investors an amount in cash
equal to twenty percent of the "net profit" realized by
RIT on its investment in Shares of which RIT has direct
beneficial ownership.
For purposes of the RIT Agreement, "net profit"
means the sum of all gross proceeds received by RIT and
any of its affiliates, whether before or after the date
of the RIT Agreement, upon the sale, transfer or other
disposition of the Shares directly owned by RIT and its
affiliates, whether purchased before or after the date of
the RIT Agreement, plus all other gross proceeds
received, whether before or after the date of the RIT
Agreement, in connection with RIT's investment in such
Shares (including any dividends and other distributions),
minus the total of: the aggregate price paid by RIT to
purchase such Shares; a deemed, annual non-compounding
return of 7.6% per year on the aggregate purchase price
of such Shares (prorated for any period of less than a
year during which such Shares are held); any out-
of-pocket costs and fees incurred by RIT in connection
with such purchase (including commissions but excluding
any interest and other costs and fees incurred in
connection with any borrowings used to purchase or carry
such Shares); and the amounts paid by RIT as its pro-rata
share of out-of-pocket costs and fees incurred by
Investors on behalf of itself, Enterprises, RIT and Mr.
Crafts as an investor group. Twenty percent of any net
profits realized by RIT are payable promptly to Investors
upon the sale, transfer or other disposition of twenty-
five percent or more of the Shares of which RIT has
direct beneficial ownership or the receipt by RIT of an
extraordinary dividend or distribution.
The foregoing summary of certain provisions of
the RIT Agreement is not intended to be complete and is
qualified in its entirety by the complete text of such
document which is incorporated herein by reference.
Enterprises, Investors and Mr. Crafts also have
an oral understanding to pay their respective pro-rata
shares of all out-of-pocket costs and fees incurred by
Investors on behalf of the investor group in connection
with their investment in Shares.
As a result of the foregoing agreements and
understandings, the Reporting Persons may be deemed to be
a "group" within the meaning of the rules and regulations
promulgated under the Exchange Act.
Except as set forth herein, none of the
Reporting Persons and (to the best of the Reporting
Persons' knowledge) none of the persons named in Schedule
I hereto, has any contracts, arrangements, understandings
or relationships (legal or otherwise) with any person
with respect to any securities of the Issuer, including
but not limited to any contracts, arrangements,
understandings or relationships concerning the transfer
or voting of such securities, finder's 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.
Item 7. Material to be Filed as Exhibits.
Exhibit l. Joint Filing Agreement, dated as of
January 11, 1991
Exhibit 2. Tinicum Enterprises, Inc. Revolving
Credit Agreement, dated as of
February 7, 1989
Exhibit 3. Tinicum Investors, L.P. Amended and
Restated Revolving Credit Agreement,
dated as of February 7, 1989
Exhibit 4. Discretionary Investment Management
Agreement, dated June 28, 1988, by
and between RIT Capital Partners plc
and J. Rothschild Capital Management
Limited
Exhibit 5. Agreement, dated November 29, 1990,
between Tinicum Investors, L.P. and
RIT Capital Partners plc
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: January 11, 1991
TINICUM ENTERPRISES, INC.
By: /s/ Eric M. Ruttenberg
Name: Eric M. Ruttenberg
Title: Vice President
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: January 11, 1991
TINICUM INVESTORS, L.P.
By: /s/ Eric M. Ruttenberg
Name: Eric M. Ruttenberg
Title: General Partner
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: January 11, 1991
RIT CAPITAL PARTNERS plc
By: J. Rothschild Administration
Limited, Corporate Secretary
By: /s/ Brian D. Mitchell
Name: Brian D. Mitchell
Title: Director
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: January 11, 1991
J. ROTHSCHILD HOLDINGS plc
By: /s/ John W. P. Johnston
Name: John W. P. Johnston
Title: Secretary
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: January 11, 1991
J. ROTHSCHILD CAPITAL
MANAGEMENT LIMITED
By: /s/ Brian D. Mitchell
Name: Brian D. Mitchell
Title: Director
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: January 11, 1991
ST. JAMES'S PLACE CAPITAL plc
By: /s/ John W. P. Johnston
Name: John W. P. Johnston
Title: Secretary
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: January 11, 1991
/s/ Putnam L. Crafts, Jr.
Putnam L. Crafts, Jr.
EXHIBIT INDEX
Location in
Sequential Num-
Exhibit Description bering System
1 Joint Filing Agreement, dated as 42
of January 11, 1991
2 Tinicum Enterprises, Inc. Revolv- 46
ing Credit Agreement, dated as of
February 7, 1989
3 Tinicum Investors, L.P. Amended 91
and Restated Revolving Credit
Agreement, dated as of February 7,
1989
4 Discretionary Investment Manage- 139
ment Agreement, dated June 28,
1988, by and between RIT Capital
Partners plc and J. Rothschild
Capital Management Limited
5 Agreement, dated November 29, 164
1990, between Tinicum Investors,
L.P. and RIT Capital Partners plc
Schedule I
1. Directors and Executive Officers of Tinicum
Enterprises, Inc. ("Enterprises"). The name, present
principal occupation or employment of each of the
directors and executive officers of Enterprises, and
the name, principal business and address of any
organization in which such employment is conducted,
are set forth below. Unless otherwise indicated, the
business address of each person listed below is 990
Stewart Avenue, Garden City, New York 11530. Each
director and executive officer listed below is a
citizen of the United States. Directors are
identified by an asterisk. The business and address
of Tinicum are not repeated in this table.
Present Principal
Name, Title and Occupation
Business Address or Employment
James H. Kasschau* President and Treasurer,
President Tinicum Incorporated
Eric M. Ruttenberg* Executive Vice President,
Vice President Tinicum Incorporated
John C. Ruttenberg* Executive, Silicon
3 Sylvan Road Graphics, Inc.
Weston, CT 06881 3 Sylvan Road
Weston, CT 06881
(design and manufacture of
workstations)
John F. Keane Controller, Tinicum
Incorporated
2. Directors and Executive Officers of RIT Capital
Partners plc ("RIT"). The name, business or
residence address, present principal occupation or
employment and citizenship of each of the directors
and executive officers of RIT, and the name,
principal business and address of any organization
in which such employment is conducted, are set forth
below. The business and address of St. James's
Place Capital plc ("SJPC") are not repeated in this
table.
Directors
Present Principal
Business or Occupation or
Name Residence Address Employment Citizenship
_____________________________________________________________________________
The Lord Rothschild 15 St. James's Place Chairman British
(Chairman) London SW1A 1NW St. James's Place
England Capital plc.
Charles Howard Swan House, Madeira Director, Stanhope British
Bailey Walk, Windsor Berkshire Administration
SL4 1EU England Limited, Swan House,
Madeira Walk,
Windsor, Berkshire
SL4 1EU (accounting
and administrative
services); Director,
General Oriental
Investments Limited,
P.O. Box 309, Grand
Cayman, Cayman
Islands, British
West Indies
(investment company)
Anthony Herbert Rockridge Consolidated Director, Rockridge South African
Bloom Limited, 4th Floor Consolidated
Audrey Rouse, Ely Limited, 4th Floor,
Place, London EC1N 6SN Audrey House, Ely place
England London EC1N 6SN,
England (financial
services); Joint
Executive Deputy
Chairman, Sketchley
plc, 249 Silbury
Boulevard, Witan
Gate West, Central
Milton Keynes
MK9 1NA, England
(dry cleaning and
vending operations)
Hon. Clive Patrick 15 St. James's Place Director British
Gibson London SW1A 1NW St. James's Place
England Capital plc
Baron Philippe Boulevard Jacques- General Manager Belgian
Lambert Dalcroze 5, CH-1211 Banque Bruxelles
Geneva 3, Switzerland Lambert (Suisse) SA,
Boulevard Jacques-
Dalcroze 5, CH-1211
Geneva 3,
Switzerland
(international bank)
Jean Pigozzi Chemin de Mornex 7 Private Investor Italian
1003 Lausanne Chemin de Mornex 7
Switzerland 1003 Lausanne
Switzerland
(investments
worldwide)
Andrew Stafford- 15 St. James's Place Director U.S.A.
Deitsch London SW1A 1NW St. James's Place
England Capital plc
Executive Officer
_____________________________________________________________________________
John Walford 15 St. James's Place Company Secretary British
Philip Johnston London SW1A 1NW St. James's Place
England Capital plc/
Compliance Officer,
St. James's Place
Capital plc
3. Directors and Executive Officers of J. Rothschild
Holdings plc ("JRH"). The name, business or
residence address, present principal occupation or
employment and citizenship of each of the directors
and executive officers of JRH, and the name,
principal business and address of any organization
in which such employment is conducted, are set forth
below. The business and address of SJPC are not
repeated in this table.
Directors
Present Principal
Business or Occupation or
Name Residence Address Employment Citizenship
_____________________________________________________________________________
The Lord Rothschild 15 St. James's Place Chairman British
London SW1A 1NW St. James's Place
England Capital plc
John David 15 St. James's Place Group Financial British
Cracknell London SW1A 1NW Controller,
England St. James's Place
Capital plc
Hon. Clive Patrick 15 St. James's Place Director British
Gibson London SW1A 1NW St. James's Place
England Capital plc
John Walford Philip 15 St. James's Place Company Secretary British
Johnston London SW1A 1NW St. James's Place
England Capital plc/
Compliance Officer,
St. James's Place
Capital plc
Spencer Nicholas 15 St. James's Place Investment Director British
Roditi London SW1A 1NW St. James's Place
England Capital plc
Andrew Stafford- 15 St. James's Place Director U.S.A.
Deitsch London SW1A 1NW St. James's Place
England Capital plc
Nils Otto Taube 15 St. James's Place Chairman and Chief British
London SW1A 1NW Executive
England J. Rothschild
Investment
Management Ltd.
15 St. James's Place
London, SW1A 1NW
England
(investment
management)
Executive Officer
_____________________________________________________________________________
John Walford Philip 15 St. James's Place Company Secretary British
Johnston London SW1A 1NW St. James's Place
England Capital plc,
Compliance Officer,
St. James's Place
Capital plc
4. Directors and Executive Officers of J. Rothschild
Capital Management Limited ("JRCML"). The name,
business or residence address, present principal
occupation or employment and citizenship of each of
the directors and executive officers of JRCML, and
the name, principal business and address of any
organization in which such employment is conducted,
are set forth below. The business and address of
SJPC are not repeated in this table.
Directors
Present Principal
Business or Occupation or
Name Residence Address Employment Citizenship
_____________________________________________________________________________
The Lord Rothschild 15 St. James's Place Chairman British
(Chairman) London SW1A 1NW St. James's Place
England Capital plc
Hon. Clive 15 St. James's Place Director British
Patrick Gibson London SW1A 1NW St. James's Place
England Capital plc
Andrew 15 St. James's Place Director USA
Stafford-Deitsch London SW1A 1NW St. James's Place
England Capital plc
John Walford 15 St. James's Place Company Secretary British
Philip London SW1A 1NW St. James's Place
Johnston England Capital plc,
Compliance Officer
St. James's Place
Capital plc
Duncan William 15 St. James's Place Corporate Finance British
Allan Budge London SW1A 1NW Executive,
England St. James's Place
Capital plc
John David 15 St. James's Place Group Financial British
Cracknell London SW1A 1NW Controller,
England St. James's Place
Capital plc
5. Directors and Executive Officers of St. James's
Place Capital plc ("SJPC"). The name, business or
residence address, principal occupation or employment and
citizenship of each of the directors and executive
officers of SJPC, and the name, address and principal
business of any organization in which such employment is
conducted are set forth below. The business and address
of SJPC are not repeated in this table.
Directors
Present Principal
Business or Occupation or
Name Residence Address Employment Citizenship
_____________________________________________________________________________
The Lord Rothschild 15 St. James's Place Chairman British
London SW1A 1NW St. James'S Place
England Capital plc
The Viscount 149 Newlands Road Chairman British
Weir Cathcart, Glasgow The Weir Group plc
G44 4Ex, Scotland 140 Newlands Road,
Cathcart, Glasgow,
G44 4Ex, Scotland
(engineers)
Nathaniel de 135 East 57th Street President, Nathaniel French
Rothschild New York, NY 10022 de Rothschild
USA Holdings Ltd.;
135 East 57th
Street, New York,
New York 10022
USA
Non. Clive Patrick 15 St. James's Place Director British
Gibson London SW1A 1NW St. James's Place
England Capital plc
Allard Jiskoot 6B Emmalaan Chairman of the Dutch
3743 DK Baarn Securities Board of
Netherlands the Netherlands
The Lord Rees-Mogg 17 Pall Mall Chairman British
London SW1Y 5NB Pickering & Chatto
England Ltd., 17 Pall Mall,
London, SW1Y 5NB,
England (antiquarian
booksellers)
Spencer Nicholas 15 St. James's Place Investment Director British
Roditi London SW1A 1NW St. James's Place
England Capital plc
Andrew Stafford- 15 St. James's Place Director U.S.A.
Deitsch London SW1A 1NW St. James's Place
England Capital plc
Nils Otto Taube 15 St. James's Place Chairman and Chief British
London SW1A 1NW Executive
England J. Rothschild
Investment
Management Ltd., 15
St. James's Place,
London, SW1A 1NW,
England (investment
management)
Maurice Edward Fairfax House Consultant, Saffery British
Hatch Fulwood Place Champness (Chartered
Gray's Inn Accountants) Fairfax
London WC1V 6UB House, Fulwood Place,
Gray's Inn, London
WC1V 6UB
Sir Mark Aubrey 15 St. James's Place Director British
Weinberg London SW1A 1NW St. James's Place
Capital plc
Executive Officer
_____________________________________________________________________________
John Walford 15 St. James's Place Company Secretary British
Philip Johnston London SW1A 1NW St. James's Place
England Capital plc,
Compliance Officer,
St. James's Place
Capital plc
6. Directors and Executive Officers of Tinicum
Incorporated ("Tinicum"). The name, present
principal occupation or employment of each of the
directors and executive officers of Tinicum, and the
name, principal business and address of any
organization in which such employment is conducted,
are set forth below. Unless otherwise indicated,
the business address of each person listed below is
990 Stewart Avenue, Garden City, New York 11530.
Unless otherwise indicated each occupation set forth
opposite an individual's name refers to employment
with Tinicum. Each director and executive officer
listed below is a citizen of the United States.
Directors are identified by an asterisk. The
business and address of Tinicum are not repeated in
this table.
Present Principal
Name and Business Address Occupation or Employment
Derald H. Ruttenberg* Chief Executive Officer
John C. Ruttenberg* Executive
3 Sylvan Road Silicon Graphics Inc.
Weston, CT 06881 3 Sylvan Road
Weston, Connecticut 06881
(design and manufacture
of workstations)
Eric M. Ruttenberg* Executive Vice-President
James H. Kasschau President and Treasurer
Schedule II
The Reporting Persons have engaged in the following
transactions in Shares during the past 60 days. All
transactions involved purchases of Shares on the New York
Stock Exchange.
Transaction Number of Avg. Price
Date Shares Per Share * Purchaser
11/16/90 1,600 21.047 Enterprises
11/19/90 3,510 21.461 Enterprises
11/19/90 1,890 21.461 Mr. Crafts
11/20/90 918 21.500 Enterprises
11/20/90 2,325 21.500 RIT
11/20/90 257 21.500 Mr. Crafts
1/02/91 171 21.083 Enterprises
1/02/91 78 21.083 RIT
1/02/91 51 21.083 Mr. Crafts
1/03/91 969 22.471 Enterprises
1/03/91 442 22.471 RIT
1/03/91 289 22.471 Mr. Crafts
1/04/91 66,519 23.125 Enterprises
1/04/91 30,342 23.125 RIT
1/04/91 19,839 23.125 Mr. Crafts
1/07/91 513 23.555 Enterprises
1/07/91 234 23.555 RIT
1/07/91 153 23.555 Mr. Crafts
1/08/91 684 23.864 Enterprises
1/08/91 312 23.864 RIT
1/08/91 204 23.864 Mr. Crafts
1/09/91 684 23.145 Enterprises
1/09/91 312 23.145 RIT
1/09/91 204 23.145 Mr. Crafts
1/11/91 114 23.000 Enterprises
1/11/91 52 23.000 RIT
1/11/91 34 23.000 Mr. Crafts
* Excluding commissions.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
SPS Technologies, Inc.
(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
784626 10 3
(CUSIP Number)
Tinicum Enterprises, Inc.
990 Stewart Avenue
Garden City, New York 11530
(516) 222-2874
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Paul T. Schnell, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
January 31, 1991
(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
statement 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: [ ]
This statement amends and supplements the
Statement on Schedule 13D (the "Schedule 13D") filed with
the Securities and Exchange Commission by Tinicum
Enterprises, Inc., a Delaware corporation, Tinicum
Investors, L.P., a Delaware limited partnership, RIT
Capital Partners plc, a company organized under the laws
of England, J. Rothschild Holdings plc, a company
organized under the laws of England, J. Rothschild
Capital Management Limited, a company organized under the
laws of England, St. James's Place Capital plc, a company
organized under the laws of England, and Mr. Putnam L.
Crafts, Jr. in connection with their ownership of shares
of common stock, par value $1.00 per share, of SPS
Technologies, Inc., a Pennsylvania corporation (the
"Issuer"). Unless otherwise defined herein, all
capitalized terms used herein shall have the meanings
ascribed to them in the Schedule 13D.
Item 4. Purpose of Transaction.
During the week of January 28, 1991, a
representative of the Reporting Persons had discussions
with representatives of the Issuer concerning, among
other things, the nomination by the Issuer of one
designee of the Reporting Persons for election to the
Issuer's Board of Directors at the 1991 Annual Meeting of
Shareholders (the "1991 Annual Meeting"). The
representatives of the Issuer stated that the Issuer
would consider whether to nominate a designee of the
Reporting Persons as a director, and further discussions
are anticipated. The Issuer has further advised the
Reporting Persons that the 1991 Annual Meeting will not
be held prior to April 15, 1991. This date preserves, at
least until February 14, 1991, the opportunity for the
Reporting Persons to submit Board nominations for such
meeting.
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: January 31, 1991
TINICUM ENTERPRISES, INC.
By: /s/ Eric M. Ruttenberg
Name: Eric M. Ruttenberg
Title: Vice President
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: January 31, 1991
TINICUM ENTERPRISES, L.P.
By: /s/ Eric M. Ruttenberg
Name: Eric M. Ruttenberg
Title: General Partner
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: January 31, 1991
RIT CAPITAL PARTNERS plc
By: J. Rothschild Administration
Limited, Corporate Secretary
By: /s/ Brian D. Mitchell
Name: Brian D. Mitchell
Title: Director
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: January 31, 1991
J. ROTHSCHILD HOLDINGS plc
By: /s/ John W.P. Johnston
Name: John W.P. Johnston
Title: Secretary
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: January 31, 1991
J. ROTHSCHILD CAPITAL MANAGEMENT
LIMITED
By: /s/ Brian D. Mitchell
Name: Brian D. Mitchell
Title: Director
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: January 31, 1991
ST. JAMES'S PLACE CAPITAL plc
By: /s/ John W.P. Johnston
Name: John W.P. Johnston
Title: Secretary
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: January 31, 1991
By: /s/ Putnam L. Crafts, Jr.
Putnam L. Crafts, Jr.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
SPS Technologies, Inc.
(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
784626 10 3
(CUSIP Number)
Tinicum Enterprises, Inc.
990 Stewart Avenue
Garden City, New York 11530
(516) 222-2874
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Paul T. Schnell, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
February 14, 1991
(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 statement 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: [ ]
This statement amends and supplements the
Statement on Schedule 13D (the "Schedule 13D") filed with
the Securities and Exchange Commission by Tinicum
Enterprises, Inc., a Delaware corporation, Tinicum
Investors, L.P., a Delaware limited partnership, RIT Capital
Partners plc, a company organized under the laws of England,
J. Rothschild Holdings plc, a company organized under the
laws of England, J. Rothschild Capital Management Limited, a
company organized under the laws of England, St. James's
Place Capital plc, a company organized under the laws of
England, and Mr. Putnam L. Crafts, Jr. in connection with
their ownership of shares of common stock, par value $1.00
per share, of SPS Technologies, Inc., a Pennsylvania
corporation (the "Issuer"). Unless otherwise defined
herein, all capitalized terms used herein shall have the
meanings ascribed to them in the Schedule 13D.
Item 4. Purpose of Transaction.
In connection with previously disclosed
discussions relating to the possible nomination by the
Issuer of a designee of the Reporting Persons as a director,
the Issuer has advised the Reporting Persons that the Issuer
will provide the Reporting Persons with at least seventy
days notice of the date of the 1991 Annual Meeting of
Shareholders.
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: February 15, 1991
TINICUM ENTERPRISES, INC.
By: /s/ Eric M. Ruttenberg
Name: Eric M. Ruttenberg
Title: Vice President
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: February 15, 1991
TINICUM INVESTORS, L.P.
By: /s/ Eric M. Ruttenberg
Name: Eric M. Ruttenberg
Title: General Partner
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: February 15, 1991
RIT CAPITAL PARTNERS plc
By: J. Rothschild Administration
Limited, Corporate Secretary
By: /s/ Brian D. Mitchell
Name: Brian D. Mitchell
Title: Director
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: February 15, 1991
J. ROTHSCHILD HOLDINGS plc
By: /s/ John W.P. Johnston
Name: John W.P. Johnston
Title: Secretary
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: February 15, 1991
J. ROTHSCHILD CAPITAL MANAGEMENT
LIMITED
By: J. Rothschild Administration
Limited, Corporate Secretary
By: /s/ Brian D. Mitchell
Name: Brian D. Mitchell
Title: Director
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: February 15, 1991
ST. JAMES'S PLACE CAPITAL plc
By: /s/ John W.P. Johnston
Name: John W.P. Johnston
Title: Secretary
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: February 15, 1991
By: /s/ Putnam L. Crafts, Jr.
Putnam L. Crafts, Jr.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
SPS Technologies, Inc.
(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
784626 10 3
(CUSIP Number)
Tinicum Enterprises, Inc.
990 Stewart Avenue
Garden City, New York 11530
(516) 222-2874
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Paul T. Schnell, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
May 2, 1991
(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
statement 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: [ ]
This statement amends and supplements the
Statement on Schedule 13D (the "Schedule 13D") filed with
the Securities and Exchange Commission by Tinicum
Enterprises, Inc., a Delaware corporation, Tinicum
Investors, L.P., a Delaware limited partnership, RIT
Capital Partners plc, a company organized under the laws
of England, J. Rothschild Holdings plc, a company
organized under the laws of England, J. Rothschild
Capital Management Limited, a company organized under the
laws of England, St. James's Place Capital plc, a company
organized under the laws of England, and Mr. Putnam L.
Crafts, Jr. in connection with their ownership of shares
of common stock, par value $1.00 per share, of SPS
Technologies, Inc., a Pennsylvania corporation (the
"Issuer"). Unless otherwise defined herein, all
capitalized terms used herein shall have the meanings
ascribed to them in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented by
adding the following:
On May 2, 1991, certain of the Reporting
Persons and Messrs. Eric M. Ruttenberg and Derald H.
Ruttenberg (collectively, the "Shareholders") and the
Issuer entered into a Shareowners' Agreement (the
"Agreement"), pursuant to which Mr. Eric M. Ruttenberg
("Mr. Ruttenberg") was appointed to the Issuer's Board
of Directors as a member of the class of directors
elected at the Issuer's 1990 annual meeting of
shareholders to serve until the 1993 annual meeting of
shareholders. Mr. Ruttenberg was also appointed to the
Executive Compensation and Stock Option Committee and the
Directors Committee of the Board of Directors. The
Agreement provides that if the size of the Issuer's Board
is increased beyond eight, Tinicum Enterprises, Inc. will
have the right to propose an individual to fill the third
out of each three additional Board seats (together with
Mr. Ruttenberg, the "Shareholder Directors").
Pursuant to the Agreement, the Shareholders
agreed, among other things, not to (i) participate in any
solicitation of proxies or the making of any shareholder
proposal, or seek to obtain any list of the Issuer's
shareholders; (ii) enter into any voting agreements or
arrangements with respect to shares of the Issuer's
common stock; (iii) participate in any group of
shareholders of the Issuer (other than any group
consisting of certain of the Shareholders identified in
the Schedule 13D); (iv) make any offer or proposal to
acquire the Issuer or seek to effect a business
combination or any restructuring, recapitalization or
other extraordinary transaction involving the Issuer; (v)
seek Board representation or the removal of any directors
or a change in the composition or size of the Board; (vi)
make any request, requiring public disclosure, to amend
or waive any provision of the Agreement; (vii) disclose
any intent, purpose, plan or proposal with respect to the
Issuer, its Board, management, policies, affairs,
securities or assets or the Agreement that if effected
would result in a violation of the provisions described
in this sentence; (viii) take any actions challenging the
validity or enforceability of the Rights Agreement
between the Issuer and Mellon Bank (East) N.A. (the
"Rights Agreement") as in effect on the date of the
Agreement (other than an action challenging the validity
or enforceability of any amendment to the Rights
Agreement effected after the date of the Agreement) or
seeking a redemption of any Rights issued under the
Rights Agreement; or (ix) assist, advise or encourage any
person with respect to any of the foregoing
(collectively, the "Shareholder Covenants"). The
Agreement does not prohibit the Shareholders from (I)
making any offer or proposal if requested to do so in
writing by the Issuer's Board of Directors or (II)
purchasing additional securities, provided that their
aggregate holdings do not exceed certain thresholds under
the Rights Agreement. In addition, the Agreement does
not prevent any Shareholder Director from discussing any
matter referred to in clauses (iv) or (vii) of the
Shareholder Covenants above with the Board provided such
discussions do not require public disclosure by any
Shareholder or the Issuer and no Shareholder makes any
public filing or disclosure regarding such discussions.
The Issuer agreed pursuant to the Agreement,
among other things, that if (i) any person publicly makes
a bona fide offer to acquire a majority of the Issuer's
outstanding common stock and the Issuer's Board does not
reject or otherwise take a position in opposition to the
offer within 120 days after it is made and it remains
outstanding or (ii) any person makes a bona fide offer to
acquire a majority of the Issuer's outstanding common
stock and the Board either (A) has determined that
accepting such offer is in the best interests of the
Issuer's shareholders, or (B) decides to seek competing
offers or proposes to effect or negotiate with any person
a business combination or other extraordinary
transaction, the Shareholder Covenants shall be deemed
waived to the extent necessary to allow any Shareholder
or any affiliate thereof to make a competing offer. The
Shareholders also agreed to vote for the Board's slate of
nominees for election as directors of the Issuer and not
to vote for the approval of any matter presented to the
shareholders of the Issuer if a majority of the Issuer's
entire Board of Directors recommends that shareholders
not approve such matters.
The Agreement terminates at 12:01 a.m. on the
date of the Issuer's 1993 annual meeting of shareholders.
The Agreement provides, however, among other things, that
if all the Shareholder Directors shall have resigned
prior to such termination date, the Shareholder Covenants
(other than clause (iv) above) will terminate 75 days
prior to the date of the Issuer's 1993 annual meeting of
shareholders (or such earlier date that may be 15 days
prior to the date that notice of nominees or proposals
for the 1993 annual meeting must be submitted to the
Issuer).
The foregoing summary of certain provisions of
the Agreement is not intended to be complete and is
qualified in its entirety by the complete text of such
document, which is filed herewith as Exhibit 6 and
incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to
Securities of the Issuer.
Item 6 is hereby amended and supplemented by
adding the following:
As stated in Item 4 hereto, discussions between
the Reporting Persons and the Issuer resulted in the
execution of the Agreement dated as of May 2, 1991. To
the extent applicable, see the description of the
Agreement contained in Item 4 hereto and the copy of the
Agreement attached hereto as Exhibit 6 and incorporated
herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended and supplemented by
adding the following:
Exhibit 6. Shareowners' Agreement, dated as of
May 2, 1991, by and among Tinicum
Enterprises, Inc., Tinicum Investors,
L.P., RIT Capital Partners plc, J.
Rothschild Capital Management
Limited, Eric M. Ruttenberg, Derald
H. Ruttenberg, Putnam L. Crafts, Jr.
and SPS Technologies, Inc.
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: May 2, 1991
TINICUM ENTERPRISES, INC.
By: /s/ Eric M. Ruttenberg
Name: Eric M. Ruttenberg
Title: Vice President
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: May 2, 1991
TINICUM INVESTORS, L.P.
By: /s/ Eric M. Ruttenberg
Name: Eric M. Ruttenberg
Title: General Partner
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: May 2, 1991
RIT CAPITAL PARTNERS plc
By: J. Rothschild Administration
Limited, Corporate Secretary
By: /s/ Brian D. Mitchell
Name: Brian D. Mitchell
Title: Director
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: May 2, 1991
J. ROTHSCHILD HOLDINGS plc
By: /s/ John W. P. Johnston
Name: John W. P. Johnston
Title: Secretary
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: May 2, 1991
J. ROTHSCHILD CAPITAL MANAGEMENT
LIMITED
By: /s/ Brian D. Mitchell
Name: Brian D. Mitchell
Title: Director
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: May 2, 1991
ST. JAMES'S PLACE CAPITAL plc
By: /s/ John W. P. Johnston
Name: John W. P. Johnston
Title: Secretary
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: May 2, 1991
/s/ Putnam L. Crafts, Jr.
Putnam L. Crafts, Jr.
EXHIBIT INDEX
Location in
Sequential Num-
Exhibit Description bering System
6 Shareowners' Agreement, dated 14
as of May 2, 1991, by and
among Tinicum Enterprises, Inc.,
Tinicum Investors, L.P., RIT
Capital Partners plc, J.
Rothschild Capital Management
Limited, Eric M. Ruttenberg,
Derald H. Ruttenberg, Putnam L.
Crafts, Jr. and SPS Technologies,
Inc.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
SPS Technologies, Inc.
(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
784626 10 3
(CUSIP Number)
Tinicum Enterprises, Inc.
990 Stewart Avenue
Garden City, New York 11530
(516) 222-2874
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Paul T. Schnell
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
September 17, 1991
(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 statement
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: [ ]
SCHEDULE 13D
CUSIP No. 784626103
_________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TINICUM ENTERPRISES, INC.
13-3506390
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
WC, BK
_________________________________________________________________
(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
167,488
NUMBER OF
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 167,488
WITH
___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
167,488
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.29%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 784626103
_________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TINICUM INVESTORS, L.P.
13-3466414
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
WC, BK
_________________________________________________________________
(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
73,904
NUMBER OF
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 73,904
WITH
___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,904
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.45%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
PN
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 784626103
_________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RIT CAPITAL PARTNERS plc
_________________________________________________________________
(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
United Kingdom
_________________________________________________________________
(7) SOLE VOTING POWER
0
NUMBER OF ___________________________________
SHARES (8) SHARED VOTING POWER
BENEFICIALLY 111,095
OWNED BY
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 0
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
111,095
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
111,095
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.19%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IV
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 784626103
_________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. ROTHSCHILD HOLDINGS plc
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
Not applicable
_________________________________________________________________
(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 Kingdom
_________________________________________________________________
(7) SOLE VOTING POWER
0
NUMBER OF ___________________________________
SHARES (8) SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 0
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (X)
See Item 5
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
HC
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 784626103
_________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. ROTHSCHILD CAPITAL MANAGEMENT LIMITED
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
Not applicable
_________________________________________________________________
(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 Kingdom
_________________________________________________________________
(7) SOLE VOTING POWER
0
NUMBER OF ___________________________________
SHARES (8) SHARED VOTING POWER
BENEFICIALLY 111,095
OWNED BY
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 0
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
111,095
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (X)
See Item 5
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
CO
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 784626103
_________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ST. JAMES PLACE CAPITAL plc
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
Not applicable
_________________________________________________________________
(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 Kingdom
_________________________________________________________________
(7) SOLE VOTING POWER
0
NUMBER OF ___________________________________
SHARES (8) SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 0
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (X)
See Item 5
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
HC
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 784626103
_________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PUTNAM L. CRAFTS, JR. ###-##-####
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
PF
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
_________________________________________________________________
(7) SOLE VOTING POWER
70,213
NUMBER OF ___________________________________
SHARES (8) SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 70,213
WITH
___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,213
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.38%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
IN
_________________________________________________________________
This statement amends and supplements the
Statement on Schedule 13D (the "Schedule 13D") filed with
the Securities and Exchange Commission by Tinicum
Enterprises, Inc., a Delaware corporation, Tinicum
Investors, L.P., a Delaware limited partnership, RIT
Capital Partners plc, a company organized under the laws
of England, J. Rothschild Holdings plc, a company
organized under the laws of England, J. Rothschild
Capital Management Limited, a company organized under the
laws of England, St. James's Place Capital plc, a company
organized under the laws of England, and Mr. Putnam L.
Crafts, Jr. in connection with their ownership of shares
of common stock, par value $1.00 per share, of SPS
Technologies, Inc., a Pennsylvania corporation (the
"Issuer"). Unless otherwise defined herein, all
capitalized terms used herein shall have the meanings
ascribed to them in the Schedule 13D.
Item 3. Source and Amount of Funds
or Other Consideration.
Item 3 is hereby amended and supplemented by
adding the following:
Since January 11, 1991, Enterprises purchased
directly 30,495 Shares for a total consideration of
approximately $806,260. Enterprises paid for such Shares
from its working capital and from borrowings in the
ordinary course of business under previously existing
credit facilities available for general corporate
purposes, including purchases of marketabLe securities.
The terms of such credit facilities have been summarized
in the Schedule 13D.
Since January 11, 1991, RIT purchased directly
13,910 Shares for a total consideration of approximately
$367,768. RIT paid for its Shares from its working
capital.
Since January 11, 1991, Mr. Crafts purchased
directly 9,095 Shares for a total consideration of
approximately $240,464. Mr. Crafts paid for his Shares
from his personal funds.
Item 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended and supplemented by
adding the following:
(a) As of the close of business on
September 17, 1991, the Reporting Persons owned in the
aggregate 422,700 Shares, which represent approximately
8.31% of the 5,083,275 Shares outstanding as of July 25,
1991 as reported in the Issuer's Proxy Statement, dated
August 1, 1991, for the 1991 Annual Meeting of
Shareholders of the Issuer. In accordance with Rule 13d-
5(b)(1) of the General Rules and Regulations under the
Exchange Act, Enterprises, Investors, RIT, JRH, JRCML,
SJPC and Mr. Crafts as a group may be deemed to
beneficially own such Shares. As of the close of
business on September 17, 1991, Enterprises, Investors,
RIT and Mr. Crafts have direct beneficial ownership of
167,488, 73,904, 111,095 and 70,213 Shares, respectively.
Item 5(c) is hereby amended and supplemented by
adding the following:
(c) Within the Past 60 days, the Reporting
Persons purchased Shares in the manner, in the amounts,
on the dates and at the prices set forth on Schedule I-A
attached hereto and incorporated herein by reference.
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: September 19, 1991
TINICUM ENTERPRISES, INC.
By: /s/ Eric M. Ruttenberg
Name: Eric M. Ruttenberg
Title: Vice President
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: September 19, 1991
TINICUM INVESTORS, L.P.
By: /s/ Eric M. Ruttenberg
Name: Eric M. Ruttenberg
Title: General Partner
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: September 19, 1991
RIT CAPITAL PARTNERS plc
By: J. Rothschild Administration
Limited, Corporate Secretary
By: /s/ Brian D. Mitchell
Name: Brian D. Mitchell
Title: Director
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: September 19, 1991
J. ROTHSCHILD HOLDINGS plc
By: /s/ John W. P. Johnston
Name: John W. P. Johnston
Title: Secretary
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: September 19, 1991
J. ROTHSCHILD CAPITAL MANAGEMENT
LIMITED
By: /s/ Brian D. Mitchell
Name: Brian D. Mitchell
Title: Director
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: September 19, 1991
ST. JAMES'S PLACE CAPITAL plc
By: /s/ John W. P. Johnston
Name: John W. P. Johnston
Title: Secretary
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 19, 1991
/s/ Putnam L. Crafts, Jr.
Putnam L. Crafts, Jr.
Schedule I-A
The Reporting Persons have engaged in the
following transactions in Shares during the past 60 days.
All transactions involved purchases of Shares on The New
York Stock Exchange.
Transaction Number of Avg. Price
Date Shares Per Share ** Purchaser
8/16/91 456 $27.750 Enterprises
8/16/91 208 27.750 RIT
8/16/91 136 27.750 Mr. Crafts
8/22/91 7,980 27.978 Enterprises
8/22/91 3,640 27.978 RIT
8/22/91 2,380 27.978 Mr. Crafts
9/04/91 4,959 26.750 Enterprises
9/04/91 2,262 26.750 RIT
9/04/91 1,479 26.750 Mr. Crafts
9/06/91 1,140 26.500 Enterprises
9/06/91 520 26.500 RIT
9/06/91 340 26.500 Mr. Crafts
9/10/91 4,560 26.350 Enterprises
9/10/91 2,080 26.350 RIT
9/10/91 1,360 26.350 Mr. Crafts
9/17/91 11,400 25.000 Enterprises
9/17/91 5,200 25.000 RIT
9/17/91 3,400 25.000 Mr. Crafts
** Excluding commissions.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
SPS Technologies, Inc.
(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
784626 10 3
(CUSIP Number)
Tinicum Enterprises, Inc.
990 Stewart Avenue
Garden City, New York 11530
(516) 222-2874
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Paul T. Schnell, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
October 10, 1991
(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
statement because of Rule 13d-l(b)(3) or (4), check the
following box: [ ]
Check the following box if a fee is being paid
with the statement: [ ]
SCHEDULE 13D
CUSIP No. 784626103
_________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TINICUM ENTERPRISES, INC. 13-3506390
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
WC, BK
_________________________________________________________________
(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
214,000
NUMBER OF
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 214,000
WITH
___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
214,000
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.21%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
CO
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 784626103
_________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TINICUM INVESTORS, L.P. 13-3466414
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
WC, BK
_________________________________________________________________
(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
73,904
NUMBER OF
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 73,904
WITH
___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,904
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.45%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
PN
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 784626103
_________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RIT CAPITAL PARTNERS plc
_________________________________________________________________
(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
United Kingdom
_________________________________________________________________
(7) SOLE VOTING POWER
0
NUMBER OF ___________________________________
SHARES (8) SHARED VOTING POWER
BENEFICIALLY 132,311
OWNED BY
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 0
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
132,311
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
132,311
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.60%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
IV
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 784626103
_________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. ROTHSCHILD HOLDINGS plc
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
Not applicable
_________________________________________________________________
(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 Kingdom
_________________________________________________________________
(7) SOLE VOTING POWER
0
NUMBER OF ___________________________________
SHARES (8) SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 0
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (X)
See Item 5
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
HC
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 784626103
_________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. ROTHSCHILD CAPITAL MANAGEMENT LIMITED
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
Not applicable
_________________________________________________________________
(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 Kingdom
_________________________________________________________________
(7) SOLE VOTING POWER
0
NUMBER OF ___________________________________
SHARES (8) SHARED VOTING POWER
BENEFICIALLY 132,311
OWNED BY
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 0
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
132,311
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (X)
See Item 5
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
CO
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 784626103
_________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ST. JAMES PLACE CAPITAL plc
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
Not applicable
_________________________________________________________________
(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 Kingdom
_________________________________________________________________
(7) SOLE VOTING POWER
0
NUMBER OF ___________________________________
SHARES (8) SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 0
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (X)
See Item 5
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
HC
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 784626103
_________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PUTNAM L. CRAFTS, JR. ###-##-####
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
PF
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
_________________________________________________________________
(7) SOLE VOTING POWER
84,085
NUMBER OF ___________________________________
SHARES (8) SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 84,085
WITH
___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,085
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.65%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
IN
_________________________________________________________________
This statement amends and supplements the
Statement on Schedule 13D (the "Schedule 13D") filed with
the Securities and Exchange Commission by Tinicum
Enterprises, Inc., a Delaware corporation, Tinicum
Investors, L.P., a Delaware limited partnership, RIT
Capital Partners plc, a company organized under the laws
of England, J. Rothschild Holdings plc, a company
organized under the laws of England, J. Rothschild
Capital Management Limited, a company organized under the
laws of England, St. James's Place Capital plc, a company
organized under the laws of England, and Mr. Putnam L.
Crafts, Jr. in connection with their ownership of shares
of common stock, par value $1.00 per share, of SPS
Technologies, Inc., a Pennsylvania corporation (the
"Issuer"). Unless otherwise defined herein, all
capitalized terms used herein shall have the meanings
ascribed to them in the Schedule 13D.
Item 3. Source and Amount of Funds
or Other Consideration.
Item 3 is hereby amended and supplemented by
adding the following:
Since September 17, 1991, Enterprises purchased
directly 46,512 Shares for a total consideration of
approximately $1,101,826. Enterprises paid for such
Shares from its working capital and from borrowings in
the ordinary course of business under previously existing
credit facilities available for general corporate
purposes, including purchases of marketable securities.
The terms of such credit facilities have been summarized
in the Schedule 13D.
Since September 17, 1991, RIT purchased
directly 21,216 Shares for a total consideration of
approximately $502,587. RIT paid for its Shares from its
working capital.
Since September 17, 1991, Mr. Crafts purchased
directly 13,872 Shares for a total consideration of
approximately $328,515. Mr. Crafts paid for his Shares
from his personal funds.
Item 5. Interest in Securities of the Issuer.
Item 5 (a) is hereby amended and supplemented
by adding the following:
(a) As of the close of business on October 10,
1991, the Reporting Persons owned in the aggregate
504,300 Shares, which represent approximately 9.92% of
the 5,083,275 Shares outstanding as of August 9, 1991 as
reported in the Issuer's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 1991. In
accordance with Rule 13d-5(b)(l) of the General Rules and
Regulations under the Exchange Act, Enterprises,
Investors, RIT, JRH, JRCML, SJPC and Mr. Crafts as a
group may be deemed to beneficially own such Shares. As
of the close of business on October 10, 1991,
Enterprises, Investors, RIT and Mr. Crafts have direct
beneficial ownership of 214,000, 73,904, 132,311, 84,085
Shares, respectively.
Item 5(c) is hereby amended and supplemented by
adding the following:
(c) Within the past 60 days, the Reporting
Persons purchased Shares in the manner, in the amounts,
on the dates and at the prices set forth on Schedule I-A
attached hereto and incorporated herein by reference.
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: October 11, 1991
TINICUM ENTERPRISES, INC.
By: /s/ Eric M. Ruttenberg
Name: Eric M. Ruttenberg
Title: Vice President
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: October 11, 1991
TINICUM INVESTORS, L.P.
By: /s/ Eric M. Ruttenberg
Name: Eric M. Ruttenberg
Title: General Partner
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: October 11, 1991
RIT CAPITAL PARTNERS plc
By: J. Rothschild Administration
Limited, Corporate Secretary
By: /s/ Brian D. Mitchell
Name: Brian D. Mitchell
Title: Director
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: October 11, 1991
J. ROTHSCHILD HOLDINGS plc
By: /s/ John W. P. Johnston
Name: John W. P. Johnston
Title: Secretary
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: October 11, 1991
J. ROTHSCHILD CAPITAL MANAGEMENT
LIMITED, Corporate Secretary
By: /s/ Brian D. Mitchell
Name: Brian D. Mitchell
Title: Director
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: October 11, 1991
ST. JAMES'S PLACE CAPITAL plc
By: /s/ John W. P. Johnston
Name: John W. P. Johnston
Title: Secretary
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: October 11, 1991
PUTNAM L. CRAFTS, JR.
Schedule I-A
The Reporting Persons have engaged in the
following transactions in Shares during the past 60 days.
All transactions involved purchases of Shares on the New
York Stock Exchange.
Transaction Number of Avg. Price
Date Shares Per Share * Purchaser
8/16/91 456 27.750 Enterprises
8/16/91 208 27.750 RIT
8/16/91 136 27.750 Mr. Crafts
8/22/91 7,980 27.980 Enterprises
8/22/91 3,640 27.980 RIT
8/22/91 2,380 27.980 Mr. Crafts
9/04/31 4,959 26.750 Enterprises
9/04/91 2,262 26.750 RIT
9/04/91 1,479 26.750 Mr. Crafts
9/06/91 1,140 26.500 Enterprises
9/06/91 520 26.500 RIT
9/06/91 340 26.500 Mr. Crafts
9/10/91 4,560 26.350 Enterprises
9/10/91 2,080 26.350 RIT
9/10/91 1,360 26.350 Mr. Crafts
9/17/91 11,499 25.000 Enterprises
9/17/91 5,200 25.000 RIT
9/17/91 3,400 25.000 Mr. Crafts
10/01/91 3,420 24.000 Enterprises
10/01/91 1,560 24.000 RIT
10/01/91 1,020 24.000 Mr. Crafts
10/02/91 513 24.000 Enterprises
10/02/91 234 24.000 RIT
10/02/91 153 24.000 Mr. Crafts
10/04/91 1,767 25.000 Enterprises
10/04/91 806 25.000 RIT
10/04/91 527 25.000 Mr. Crafts
10/08/91 627 24.000 Enterprises
10/08/91 286 24.000 RIT
10/08/91 187 24.000 Mr. Crafts
10/09/91 285 24.000 Enterprises
10/09/91 130 24.000 RIT
10/09/91 85 24.000 Mr. Crafts
10/10/91 39,900 23.500 Enterprises
10/10/91 18,200 23.500 RIT
10/10/91 11,900 23.500 Mr. Crafts
* Excluding commissions.
