SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)
Telesoft Corp.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
0001048115
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(CUSIP NUMBER)
RT Partners, L.P.
153 East 53rd Street
48th Floor
New York, NY 10022
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
Michael G. Tannenbaum, Esq.
Tannenbaum Helpern Syracuse & Hirschtritt
900 Third Avenue - 13th Floor
New York, New York 10022
(212) 508-6700
December 31, 1999
(Date of event which requires
filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1-(b)
|X| Rule 13d-1-(c)
|_| Rule 13d-1-(d)
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
Page 1 of 6 Pages
<PAGE>
CUSIP No. 0001048115
1.Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
RT Partners, L.P. 13-3965697
2.Check the Appropriate Box if a Member of a Group (See Instructions)
a.
b.
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware, USA
Number of Shares 5. Sole Voting Power 375,000 Shares
Beneficially
Owned by 6. Shared Voting Power 0
Each
Reporting 7. Sole Dispositive Power 375,000 Shares
Person
With 8. Shared Dispositive Power 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person 375,000 Shares
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row 9 10.1% of Common Stock
12. Type of Reporting Person (See Instructions) PN
Page 2 of 6 Pages
<PAGE>
CUSIP No. 0001048115
Item 1(a) Name of Issuer:
Telesoft Corp.
Item 1(b) Address of Issuer:
Telesoft Corp.
3443 North Central Avenue, Suite 1800
Phoenix, AZ 85012
Item 2(a) Name of Person Filing:
RT Partners, L.P.
Item 2(b) Address of Principal Business Office or, if none, Residence:
RT Partners, L.P.
153 East 53rd Street
48th Floor
New York, NY 10022
Item 2(c) Citizenship:
Delaware, USA
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
0001048115
Item 3 If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
13d-2(c) promulgated under the Securities Exchange Act of 1934, check
whether the filing person is a:
Page 3 of 6 Pages
<PAGE>
CUSIP No. 0001048115
a. |_| Broker or dealer registered under Section 15 of the Act,
b. |_| Bank as defined in Section 3(a)(6) of the Act,
c. |_| Insurance Company as defined in Section 3(a)(19) of the Act,
d. |_| Investment Company registered under Section 8 of the Investment
Company Act,
e. |_| Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E),
f. |_| Employee Benefit Plan, or Endowment Fund in accordance with Rule
13d-1(b)(1)(ii)(F),
g. |_| Parent Holding Company or Control Person, in accordance with
Rule 13d-1(b)(ii)(G); (Note: see Item 7)
h. |_| A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
i. |_| A church plan that is excluded from the
definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940;
j. |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4 Ownership:
(a) Amount Beneficially Owned:
As of January 30, 2000, 375,000 Shares were beneficially owned
by the filing person.
(b) Percent of Class: 10.1%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
375,000 shares
(ii) shared power to vote or direct the vote:
0
(iii) sole power to dispose or to direct the disposition of:
375,000 shares
Page 4 of 6 Pages
<PAGE>
CUSIP No. 0001048115
(iv) shared power to dispose or direct the disposition of:
0
Item 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following |_|
Item 6 Ownership of More than Five Percent on Behalf of Another Person
Not applicable
Item 7 Identification and Classification of the Subsidiary which Acquired the
Security Being Reported on By the Parent Holding Company:
Not applicable
Item 8 Identification and Classification of Members of the Group:
Not applicable
Item 9 Notice of Dissolution of Group:
Not applicable
Item 10 Certification:
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Page 5 of 6 Pages
<PAGE>
CUSIP No. 0001048115
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
January 30, 2000
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Date
/s/ David Rothschild
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Signature
David Rothschild, Managing Director of the General Partner
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Name/Title
Page 6 of 6 Pages
