SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)
SPS Technologies, Inc.
___________________________________________________________
(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
___________________________________________________________
(Title of Class of 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
___________________________________________________________
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1
(b) (3) or (4), check the following box: ( )
Check the following box if a fee is being paid with this
statement: ( )
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 13-3800339
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
OO, 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 629,339
SHARES ________________________________
BENEFICIALLY (8) SHARE VOTING POWER
OWNED BY 0
EACH ________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 629,339
WITH ________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
629,339
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
10.8%
_________________________________________________________________
(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
DERALD H. RUTTENBERG ###-##-####
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
PF, 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
U.S.A.
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF 24,446
SHARES ________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 24,446
WITH ________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 24,446
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.4%
_________________________________________________________________
(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
ERIC M. RUTTENBERG ###-##-####
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
OO, PF, 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
U.S.A.
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF 28,437
SHARES ________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 28,437
WITH ________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
28,437
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.5% (INCLUDING 2,926 SHARES PURCHASABLE UPON EXERCISE OF
CERTAIN OPTIONS GRANTED TO ERIC RUTTENBERG)
_________________________________________________________________
(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
JOHN C. RUTTENBERG ###-##-####
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
PF, 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
U.S.A.
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF 24,446
SHARES ________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 24,446
WITH ________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
24,446
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.4%
_________________________________________________________________
(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
KATHERINE T. RUTTENBERG ###-##-####
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
PF, 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
U.S.A.
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF 24,446
SHARES ________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 24,446
WITH ________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
24,446
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.4%
_________________________________________________________________
(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
HATTIE RUTTENBERG ###-##-####
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
PF, 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
U.S.A.
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF 24,446
SHARES ________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 24,446
WITH ________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
24,446
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.4%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
IN
_________________________________________________________________
This Statement constitutes Amendment No. 12 to the
Statement on Schedule 13D (the "Schedule 13D") filed with the
Securities and Exchange Commission 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") in connection with their ownership of shares of common
stock, par value $1.00 per share (the "Shares"), of SPS
Technologies Inc., a Pennsylvania corporation (the "Issuer").
This Amendment No. 12 is being filed by Tinicum Investors, a
Delaware general partnership ("Investors II"), RIT, JRCML, SJPC,
Mr. Derald H. Ruttenberg ("Derald Ruttenberg"), Mr. Eric M.
Ruttenberg ("Eric Ruttenberg"), Mr. John C. Ruttenberg ("John
Ruttenberg"), Ms. Katherine T. Ruttenberg ("Katherine
Ruttenberg"), Ms. Hattie Ruttenberg ("Hattie Ruttenberg" and
together with Derald, Eric, John and Katherine Ruttenberg, the
"Ruttenbergs"), Mr. Crafts and Mr. James H. Kasschau ("Mr.
Kasschau").
Unless otherwise defined herein, all capitalized terms
used herein shall have the meanings ascribed to them in the
Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2(c) is hereby amended and supplemented by adding
the following:
As previously reported in Amendment No. 9 to the
Schedule 13D, in connection with the Tinicum Reorganization, all
of the Shares held by Enterprises and RUTCO were transferred on
December 31, 1994 to Investors II. In connection with the
Tinicum Reorganization, all of Enterprises' and RUTCO's rights
under the Stanby Agreement and the Registration Rights Agreement
were also transferred to Investors II. Accordingly, all
references in the Schedule 13D to "Shareholders," "Reporting
Persons" and "Tinicum Reporting Persons" shall no longer include
Enterprises and RUTCO.
Mr. Kasschau's present business address is 990 Stewart
Avenue, Garden City, New York 11530 and his present principal
employment is as President of International Contract Furnishings,
Inc. Mr. Kasschau is no longer an officer or director of
Tinicum, Enterprises, RUTCO, Associates or Foreign.
The name, business address and present principal
employment or occupation and citizenship of each of the executive
officers and directors of Tinicum, Enterprises, RUTCO, Associates
and Foreign are set forth on Schedule I attached hereto and
incorporated herein by reference. The name, business address and
present principal employment or occupation and citizenship of
each of the executive officers and directors of RIT, JRCML and
SJPC are set forth on Schedule II attached hereto and
incorporated herein by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and supplemented by adding the
following:
The Shares purchased by the Ruttenbergs, since March
21, 1995, were paid for out of personal funds and/or with the
proceeds of borrowings under the Line of Credit. In addition,
Eric Ruttenberg has received an aggregate of 765 Shares from the
Issuer pursuant to the Issuer's 1988 Long Term Incentive Stock
Plan.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 (a) is hereby amended and supplemented by adding
the following:
As of the close of business on January 11, 1996, the
Reporting Persons beneficially owned an aggregate of 997,871
Shares (including a total of 2,926 Shares purchasable upon the
exercise of certain options granted to Eric Ruttenberg (the
"Option Shares"), which Option Shares have been treated as
outstanding for purposes of computing percent of class), which
represent approximately 17.0% of the 5,854,577 Shares (including
the Option Shares) disclosed to the Reporting Persons by the
Issuer as outstanding on such date. In accordance with Rule 13d-
5 (b) (1) of the General Rules and Regulations under the Exchange
Act, Enterprises, Investors II, RUTCO, RIT, JRCML, SJPC, the
Ruttenbergs, Mr. Crafts and Mr. Kasschau as a group may be deemed
to beneficially own such Shares. As of the close of business on
January 11, 1996, Enterprises, Investors II, RUTCO, RIT, JRCML,
SJPC, Derald Ruttenberg, Eric Ruttenberg, John Ruttenberg,
Katherine Ruttenberg, Hattie Ruttenberg, Mr. Crafts and Mr.
Kasschau had direct beneficial ownership of 0, 629,339, 0,
132,311, 0, 0, 24,446, 28,437, (including the Option Shares),
24,446, 24,446, 24,446, 100,000, and 10,000 Shares, respectively.
To the best of the Reporting Persons' knowledge and
belief, except as otherwise set forth herein, none of the persons
identified on Schedules I or II attached hereto beneficially owns
any Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF ISSUER.
Investors II, Derald Ruttenberg, Eric Ruttenberg, John
Ruttenberg, Katherine Ruttenberg and Hattie Ruttenberg have
pledged 629,339, 21,866, 22,166, 21,866, 21,866 and 21,866
Shares, respectively, as security under a revolving line of
credit agreement with Citibank, N.A., which was entered into in
the ordinary course of Investors II's business. The pledges are
subject to standard default and similar provisions.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended and supplemented by adding the
following exhibit:
Exhibit 16: Fourth Amended and Restated Joint Filing
Agreement, dated as of January 26, 1996,
by and among the Reporting Persons.
Exhibit 17: Power of Attorney.
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 26, 1996
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: January 26, 1996
RIT CAPITAL PARTNERS plc
By:/s/ D. W. A. Budge
D. W. A. Budge
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 26, 1996
J. ROTHSCHILD CAPITAL MANAGEMENT LIMITED
By:/s/ Paul R. Griffiths
Paul R. Griffiths
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 26, 1996
ST. JAMES'S PLACE CAPITAL plc
By:/s/ Sir Mark Weinberg
Sir Mark Weinberg
Director
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 26, 1996
By:/s/ Eric M. Ruttenberg
Derald H. Ruttenberg
by Eric M. Ruttenberg, Attorney-in-fact
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 26, 1996
By:/s/ Eric M. Ruttenberg
Eric M. Ruttenberg
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 26, 1996
By:/s/ Eric M. Ruttenberg
John C. Ruttenberg
by Eric M. Ruttenberg, Attorney-in-fact
SIGNATURE
After reasonable inquiry and to the best of her
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Dated: January 26, 1996
By:/s/ Eric M. Ruttenberg
Katherine T. Ruttenberg
by Eric M. Ruttenberg, Attorney-in-fact
SIGNATURE
After reasonable inquiry and to the best of her
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Dated: January 26, 1996
By:/s/ Eric M. Ruttenberg
Hattie Ruttenberg
by Eric M. Ruttenberg, Attorney-in-fact
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 26, 1996
By:/s/ Putnam L. Crafts, Jr.
Putnam L. Crafts, Jr.
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 26, 1996
By:/s/ James H. Kasschau
James H. Kasschau
EXHIBIT INDEX
Exhibit Description
Exhibit 16 Fourth Amended and
Restated Joint Filing
Agreement, dated as of
January 26, 1996, by
and among the
Reporting Persons
Exhibit 17 Power of Attorney
SCHEDULE I
1. Directors and Executive Officers of Tinicum Enterprises,
Inc. ("Enterprises"). The name, title and 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. 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
Investors and Tinicum Enterprises, Inc. are not repeated in this
table.
Present and Principal
Occupation or Employment
Name and Title and Business Address
John F. Keane President and Secretary
President and Secretary Tinicum Enterprises, Inc.
Edward R. Civello Vice President and Treasurer
Vice President and Treasurer Tinicum Enterprises, Inc.
Joseph A. Marino Assistant Secretary
Assistant Secretary Tinicum Enterprises, Inc.
Eric M. Ruttenberg* Managing Partner
Tinicum Investors
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 Investors and Tinicum Enterprises, Inc. are
not repeated in this table.
Present and Principal
Occupation or Employment
Name and Title and Business Address
John F. Keane President and Secretary
President and Assistant Tinicum Enterprises, Inc.
Secretary
Edward R. Civello Vice President and Treasurer
Vice President Tinicum Enterprises, Inc.
Seth M. Hendon Secretary
Secretary Tinicum Incorporated
Eric M. Ruttenberg* Managing Partner
Tinicum Investors
John C. Ruttenberg* Executive
Silicon Graphics Inc.
One Cabot Road
Hudson, MA 01749
(design and manufacture of
computer workstations)
Hattie Ruttenberg* Attorney
c/o Tinicum Incorporated
800 Third Avenue, 40th Floor
New York, NY 10022
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, principal business and address of any
organization in which such employment is conducted are 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
Investors and Tinicum Enterprises, Inc. are not repeated in this
table.
Present and Principal
Occupation or Employment
Name and Title and Business Address
John F. Keane President and Secretary
President and Secretary Tinicum Enterprises, Inc.
Edward R. Civello Vice President and Treasurer
Vice President and Treasurer Tinicum Enterprises, Inc.
Joseph A. Marino Assistant Secretary
Assistant Secretary Tinicum Enterprises, Inc.
Eric M. Ruttenberg* Managing Partner
Tinicum Investors
SCHEDULE I
4. Directors and Executive Officers of Tinicum Foreign
Investments Corporation ("Foreign"). The name, title and present
principal occupation or employment of each of the directors and
executive officers of Foreign, and the name, principal business
and address of any organization in which such employment is
conducted are 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 Investors and Tinicum Enterprises, Inc. are
not repeated in this table.
Present and Principal
Occupation or Employment
Name and Title and Business Address
John F. Keane President and Secretary
President and Secretary Tinicum Enterprises, Inc.
Edward R. Civello Vice President and Treasurer
Vice President and Treasurer Tinicum Enterprises, Inc.
Joseph A. Marino Assistant Secretary
Assistant Secretary Tinicum Enterprises, Inc.
Eric M. Ruttenberg* Managing Partner
Tinicum Investors
SCHEDULE I
5. Directors and Executive Officers of Tinicum Associates, Inc.
("Associates"). The name, title and present principal occupation
or employment of each of the directors and executive officers of
Associates, and the name, principal business and address of any
organization in which such employment is conducted are 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
Investors and Tinicum Enterprises, Inc. are not repeated in this
table.
Present and Principal
Occupation or Employment
Name and Title and Business Address
John F. Keane President and Secretary
President and Secretary Tinicum Enterprises, Inc.
Edward R. Civello Vice President and Treasurer
Vice President and Treasurer Tinicum Enterprises, Inc.
Joseph A. Marino Assistant Secretary
Assistant Secretary Tinicum Enterprises, Inc.
Eric M. Ruttenberg* Managing Partner
Tinicum Investors
SCHEDULE II
1. Directors and Executive Officers of RIT Capital Partners plc
("RIT"). The name, business or residence address, principal
occupation or employment and citizenship of each of the directors
and executive officers of RIT 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 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 27 St James's Joint Chairman, SJPC British
Rothschild Place
(Chairman) London SW1A 1NR
England
Charles Swan House, Director, Stanhope British
Howard Madeira Walk, Administration
Bailey Windsor Limited, Swan House,
Berkshire SL4 1EU 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 27 St James's Director, Sketchley South
Herbert Place plc Rugby Road, African
Bloom London SW1A 1NR Hinckley,
England Leicestershire
LE10 2NE, England
(dry cleaning and
related industries);
Director, Rockridge
Consolidated Limited,
4 Harley Street,
London W1N 1AA,
England (financial
services)
Duncan 27 St James's Director & Chief British
William Place Operating Officer,
Allan Budge London SW1A 1NR RIT
England
Andrew 88 St George's Farmer British
Stephen Square
Bower London SWIV 3QX
Knight England
Baron Boulevard President, Banque Belgian
Phillippe Jacques- Bruxelles Lambert
Lambert Dalcroze 5, CH- (Suisse) SA,
1211 Geneva 3 Boulevard Jacques-
Switzerland Dalcroze 5, CH-
1211, Geneva 5,
Switzerland
(international
bank)
Jean 10 Place du Private investor, Italian
Pigozzi Grand-Mezel, 10 Place du Grand-
1204 Geneva, Mezel, 1204 Geneva,
Switzerland Switzerland
(investments
worldwide)
Executive Officers
Stephen 27 St James's Company Secretary, British
Robin Place SJPC
Sanders London SW1A 1NR Compliance Officer,
England St James's Place
Capital group of
companies
David Neil 27 St James's Deputy Company British
Wood Place Secretary, SJPC
London SW1A 1NR Director, J
England Rothschild
Administration Ltd
The Corporate Secretary of RIT is J Rothschild Administration
Limited.
SCHEDULE II
2. Directors and Executive Officers of J Rothschild Capital
Management Limited ("JRCML"). 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 of any organization in which
such employment is conducted are set forth below. The business
and address of St James's Place Caital plc ("SJPC") are not
repeated in this table.
Directors
Business or Principal Occupation
Name Residence Address or Employment Citizenship
Lord 27 St James's Joint Chairman, SJPC British
Rothschild Place
(Chairman) London SW1A 1NR
England
Hon Clive 27 St James's Director, SJPC British
Patrick Place
Gibson London SW1A 1NR
England
Duncan 27 St James's Director, RIT British
William Place
Allan Budge London SW1A 1NR
England
Donal 27 St James's Group Tax Manager, St British
Francis Place James's Place Capital
Connon London SW1A 1NR Group of companies
England
Paul 27 St James's Director, J British
Richard Place Rothschild Capital
Griffiths London SW1A 1NR Management Limited
England
Stephen 27 St James's Company Secretary, British
Robin Place SJPC Compliance
Sanders London SW1A 1NR Officer,
England St James's Place
Capital group of
companies
Sir Mark 27 St James's Joint Chairman, SJPC, British
Weinberg Place Chairman, J
London SW1A 1NR Rothschild Assurance
England plc, J Rothschild
House, Dollar Street,
Cirencester,
Gloucestershire GL7
2AQ, England
(insurance company)
Executive Officers
David Neil 27 St James's Deputy Company British
Wood Place Secretary, SJPC
London SW1A 1NR Director, J
England Rothschild
Administration Ltd
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
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 St
James's Place Caital plc ("SJPC") are not repeated in this table.
Directors
Business or Principal Occupation
Name Residence Address or Employment Citizenship
Lord 27 St James's Joint Chairman, SJPC British
Rothschild Place
London SW1A 1NR
England
The 149 Newlands Chairman,The Weir British
Viscount Road, Cathcart, Group plc
Weir Glasgow 149 Newlands Road,
G44 4EX, Scotland Cathcart, Glasgow
G44 4EX, Scotland
(Engineers)
Nathaniel 767 Fifth Avenue President French
de New York, NY Nathaniel de
Rothschild 10153 Rothschild Holdings
U.S.A. Ltd, 767 Fifth
Avenue, New York, NY
10153, U.S.A.
Hon Clive 27 St James's Director, SJPC British
Patrick Place
Gibson London SW1A 1NR
England
Maurice Fairfax House Consultant, Saffery British
Edward Fulwood Place Champness (Chartered
Hatch Gray's Inn Accountants) Fairfax
London WC1V 6UB House, Fulwood Place,
England Gray's Inn
London WC1V 6UB
England
Anthony 27 St James's Director, SJPC British
David Place
Loehnis, London SW1A 1NR
C.M.G. England
Lord Rees- 17 Pall Mall Journalist British
Mogg London SW1Y 5NB
England
Andrew 27 St James's Director, SJPC U.S.A.
Stafford- Place
Deitsch London SW1A 1NR
England
Sir Mark 27 St James's Joint Chairman, SJPC, British
Weinberg Place Chairman, J
London SW1A 1NR Rothschild Assurance
England plc, J Rothschild
House, Dollar Street,
Cirencester,
Gloucestershire GL7
2AQ, England
(insurance company)
William 27 St James's Director & Chief British
Valerian Place Operating Officer,
Wellesley London SW1A 1NR SJPC
England
Executive Officers
Stephen 27 St James's Company Secretary, British
Robin Place SJPC
Sanders London SW1A 1NR Compliance Officer,
England St James's Place
Capital group of
companies
David Neil 27 St James's Deputy Company British
Wood Place Secretary, SJPC
London SW1A 1NR
England
Exhibit 16
FOURTH 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 January, 1996.
TINICUM INVESTORS
By: /s/ Eric M. Ruttenberg
Eric M. Ruttenberg
Managing Partner
RIT CAPITAL PARTNERS plc
By: /s/ D. W. A. Budge
D. W. A. Budge
Director
J. ROTHSCHILD CAPITAL MANAGEMENT LIMITED
By: /s/ Paul R. Griffiths
Paul R. Griffiths
Director
ST. JAMES'S PLACE CAPITAL plc
By: /s/ Sir Mark Weinberg
Sir Mark Weinberg
Director
By: /s/ Eric M. Ruttenberg
Derald H. Ruttenberg
by Eric M. Ruttenberg, Attorney-in-fact
By: /s/ Eric M. Ruttenberg
Eric M. Ruttenberg
By: /s/ Eric M. Ruttenberg
John C. Ruttenberg
by Eric M. Ruttenberg, Attorney-in-fact
By: /s/ Eric M. Ruttenberg
Katherine T. Ruttenberg
by Eric M. Ruttenberg, Attorney-in-fact
By: /s/ Eric M. Ruttenberg
Hattie Ruttenberg
by Eric M. Ruttenberg, Attorney-in-fact
By: /s/ Putnam L. Crafts, Jr.
Putnam L. Crafts, Jr.
By: /s/ James H. Kasschau
James H. Kasschau
Exhibit 17
POWER OF ATTORNEY
Know all by these presents, that each of the
undersigned hereby constitutes and appoints Eric M.
Ruttenberg such undersigned's true and lawful attorney-
in-fact to:
(1) execute for and on behalf of the undersigned
Amendment No. 12, and any subsequent
amendments, to the Statement on Schedule 13D
(the "Schedule 13D") to which this Power of
Attorney is Exhibit No. 17, in connection with
the ownership by the Reporting Persons named
therein of shares of common stock, par value
$1.00 per share, of SPS Technologies Inc., a
Pennsylvania corporation;
(2) do and perform any and all acts for and on
behalf of the undersigned which may be
necessary or desirable to complete and execute
any such amendment to the Schedule 13D and
timely file such amendment with the Commission
and any stock exchange or similar authority;
and
(3) take any other action of any type whatsoever in
connection with the foregoing which, in the
opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally
required by, the undersigned.
Each of the undersigned hereby grants to such
attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do
if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute
or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and
powers herein granted. Each of the undersigned
acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of such
undersigned, is not assuming any of such undersigned's
responsibilities to comply with any provision of the
United States Securities Exchange Act of 1934 and the
rules thereunder, as amended from time to time.
This Power of Attorney shall remain in full force
and effect, as to each of the undersigned, until such
undersigned is no longer required to file amendments to
the Schedule 13D filed by the Reporting Persons in
connection with their ownership of securities issued by
SPS Technologies, Inc., unless earlier revoked by such
undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
IN WITNESS WHEREOF, each of the undersigned has
caused this Power of Attorney to be executed as of the
26th day of January, 1996.
/s/ Derald H. Ruttenberg
Derald H. Ruttenberg
/s/ John C. Ruttenberg
John C. Ruttenberg
/s/ Katherine T. Ruttenberg
Katherine T. Ruttenberg
/s/ Hattie Ruttenberg
Hattie Ruttenberg
