SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)
SPS Technologies, Inc.
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(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
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(Title of Class and Securities)
784626 10 3
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(CUSIP Number of Class of Securities)
John F. Keane
Tinicum Enterprises, Inc.
990 Stewart Avenue
Garden City, New York 11530
(516) 222-2874
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(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 10, 1996
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition 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: ( )
This Statement constitutes Amendment No. 13 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. 13 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") and Mr. Crafts.
Unless otherwise defined herein, 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. 12 to the Schedule 13D,
Mr. James H. Kasschau ("Mr. Kasschau") is no longer an officer or director
of Tinicum, Enterprises, RUTCO, Associates or Foreign. Accordingly, all
references in the Schedule 13D to "Reporting Persons" and "Tinicum
Reporting Persons" shall no longer include Mr. Kasschau. Each of the
Reporting Persons disclaims beneficial ownership of any Shares owned by Mr.
Kasschau and disclaims membership in any "group" with Mr. Kasschau with
respect to the Shares for purposes of Sections 13(d) and 13(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for
any other purpose under any other provision of the Exchange Act or the
rules and regulations promulgated thereunder.
Item 5. Interests 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 the date hereof, the Reporting
Persons beneficially own an aggregate of 987,871 Shares (including a total
of 2,926 Shares purchasable upon the exercise of certain options granted to
Eric Ruttenberg (the "Option Shares")), which represent approximately 16.6%
of the outstanding Shares (including the Option Shares, which have been
treated as outstanding for purposes of computing percent of class), based
on the 5,946,880 Shares reported in the Issuer's Proxy Statement, dated
March 28, 1996, as outstanding on March 12, 1996. In accordance with Rule
13d-5 (b) (1) of the General Rules and Regulations under the Exchange Act,
Investors II, RIT, JRCML, SJPC, the Ruttenbergs, and Mr. Crafts as a group
may be deemed to beneficially own such Shares. As of the close of business
on the date hereof, Investors II, RIT, JRCML, SJPC, Derald Ruttenberg, Eric
Ruttenberg, John Ruttenberg, Katherine Ruttenberg, Hattie Ruttenberg and
Mr. Crafts had direct beneficial ownership of 629,339, 132,311, 0, 0,
24,446, 28,437, (including the Option Shares), 24,446, 24,446, 24,446 and
100,000 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 to the Schedule 13D, as amended, beneficially owns any
Shares.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended and supplemented by adding the following
exhibit:
Exhibit 18: Fifth Amended and Restated Joint Filing Agreement,
dated as of May 10, 1996, 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: May 10, 1996
TINICUM INVESTORS
By:/s/ Eric M. Ruttenberg
Eric M. Ruttenberg
Managing Partner
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: May 10, 1996
By:/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: May 10, 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: May 10, 1996
J. ROTHSCHILD CAPITAL MANAGEMENT LIMITED
By:/s/ S. R. Sanders
S. R. Sanders
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 10, 1996
ST. JAMES'S PLACE CAPITAL plc
By:/s/ David N. Wood
David N. Wood
Deputy Company 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: May 10, 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: May 10, 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: May 10, 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: May 10, 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: May 10, 1996
By:/s/ Eric M. Ruttenberg
Hattie Ruttenberg
by Eric M. Ruttenberg, Attorney-in-fact
EXHIBIT INDEX
Exhibit 18: Fifth Amended and Restated Joint Filing Agreement,
dated as of May 10, 1996, by and among the Reporting Persons.
FIFTH 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 10th day of May, 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/ S. R. Sanders
S. R. Sanders
Director
ST. JAMES'S PLACE CAPITAL plc
By: /s/ David N. Wood
David N. Wood
Deputy Company Secretary
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.
