SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Final Amendment)
Technitrol, Inc.
____________________________________________________________
(Name of Issuer)
Common Stock, Par Value $0.125 Per Share
____________________________________________________________
(Title of Class and Securities)
878555010
___________________________________________________________
(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 LLP
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. 878555010
_________________________________________________________________
(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
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 357,185
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 357,185
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
357,185
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.5%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
PN
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 878555010
_________________________________________________________________
(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 138,315
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 138,315
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
138,315
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.7%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
IV
_________________________________________________________________
This Statement constitutes the Final Amendment to
the Statement on Schedule 13D (the "Schedule 13D") filed
with the Securities and Exchange Commission by Tinicum
Investors, L.P., a Delaware limited partnership
("Investors"), Tinicum Enterprises, Inc., a Delaware
corporation ("Enterprises"), RIT Capital Partners plc, a
United Kingdom corporation ("RIT"), J. Rothschild Holdings
plc, a United Kingdom corporation ("JRH") and J. Rothschild
Capital Management Limited, a United Kingdom corporation
("JRCML") in connection with their beneficial ownership of
shares of common stock, par value $0.125 per share (the
"Common Stock"), of Technitrol, Inc., a Pennsylvania
corporation (the "Issuer"). This Final Amendment is being
filed by Tinicum Investors, a Delaware general partnership
("Investors II"), and RIT.
Unless otherwise defined herein, capitalized terms
used herein shall have the meanings ascribed to them in the
Schedule 13D, as amended and supplemented.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and supplemented by
adding the following:
(a)-(c), (f) In connection with a reorganization
of Enterprises, Investors and certain other affiliated
entities, all of the Common Stock owned by Enterprises and
Investors was transferred on December 31, 1994 to a newly-
formed Delaware general partnership also known as Tinicum
Investors ("Investors II"). Thereafter, Investors was
liquidated and dissolved. As a result, Investors and
Enterprises are no longer deemed to be reporting persons for
purposes of Rule 13d-1 of the General Rules and Regulations
of the Act. Hereinafter, "Reporting Persons" shall no
longer include Enterprises or Investors, but shall include
Investors II.
Investors II is a private investment company. The
managing partners of Investors II are Eric M. Ruttenberg and
Derald H. Ruttenberg. The other partners of Investors II
are RUTCO Incorporated, a Delaware corporation ("RUTCO"),
John C. Ruttenberg, Katherine T. Ruttenberg, Hattie
Ruttenberg, Enterprises, Tinicum Associates, Inc., a
Delaware corporation ("Associates"), Tinicum Foreign
Investments Corporation, a Delaware corporation ("Foreign"),
Robert J. Kelly and Seth M. Hendon.
Tinicum Incorporated, a New York corporation
("Tinicum"), acts as a management company for Investors II
and other affiliated entities. Eric M. Ruttenberg, John C.
Ruttenberg, Katherine T. Ruttenberg and Hattie Ruttenberg
each own one-quarter of the voting stock of Tinicum.
RUTCO is a private investment company, which is
wholly-owned by Derald H. Ruttenberg.
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.
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, John C. Ruttenberg,
Katherine T. Ruttenberg and Hattie Ruttenberg.
The address of the principal place of business and
principal office of each of Investors II, Tinicum, RUTCO,
Associates and Foreign is 990 Stewart Avenue, Garden City,
New York 11530. The business address, present principal
employment or occupation and citizenship of Eric M.
Ruttenberg, John C. Ruttenberg, Hattie Ruttenberg and each
of the other executive officers and directors of Tinicum,
RUTCO, Associates and Foreign are set forth on Schedule I
hereto and incorporated herein by reference.
Derald H. Ruttenberg's present business address is
990 Stewart Avenue, Garden City, New York 11530 and his
present principal occupation is serving as a managing
partner of Investors II. Derald H. Ruttenberg is a United
States citizen.
Katherine T. Ruttenberg is a private investor and
United States citizen. Her business address is 990 Stewart
Avenue, Garden City, New York 11530.
The business address and present principal
occupation, respectively, of each of Robert J. Kelly and
Seth M. Hendon is 990 Stewart Avenue, Garden City, New York
11530 and serving as a general partner of Investors II.
Each of Robert J. Kelly and Seth M. Hendon is a United
States citizen.
As a result of a reconstruction of JRH, pursuant
to the laws of the United Kingdom, JRH became a wholly-owned
subsidiary of SJPC. On July 19, 1996, JRCML was sold by
SJPC to RIT, pursuant to the laws of the United Kingdom.
Following such sale, JRCML became a wholly-owned subsidiary
of RIT. As a result, each of JRH, JRCML and SJPC are no
longer deemed to be reporting persons for purposes of Rule
13d-1 of the General Rules and Regulations of the Act.
Hereinafter, "Reporting Persons" shall no longer include
JRH, JRCML or SJPC.
The name, business address and present principal
employment or occupation and citizenship of each of the
executive officers and directors of RIT are set forth on
Schedule II hereto and incorporated herein by reference.
Mr. Kasschau is no longer an officer or director
of Tinicum, Enterprises, RUTCO, Associates or Foreign. As a
result, Mr. Kasschau no longer consults, or has any
contracts, arrangements or understandings (oral or
otherwise) or relationships (legal or otherwise), with the
Reporting Persons on matters relating to the Common Stock,
including but not limited to voting, holding, transfer,
further acquisition and disposition of the Common Stock,
finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies. Each of the
Reporting Persons disclaims beneficial ownership of any
Common Stock owned by Mr. Kasschau and disclaims membership
in any "group" with Mr. Kasschau with respect to the Common
Stock for purposes of Sections 13(d) and 13(g) of the Act,
or for any other purposes under any other provisions of the
Act or the General Rules and Regulations promulgated
thereunder. Hereinafter, "Reporting Persons" shall no
longer include Mr. Kasschau.
(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 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 5. INTERESTS IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and supplemented by
adding the following:
(a) As of the close of business on the date
hereof, Investors II and RIT have beneficial ownership of
357,185 and 138,315 shares of Common Stock, respectively.
The Common Stock beneficially owned by Investors II and RIT
represent approximately 4.5% and 1.7%, respectively, of the
outstanding Common Stock, based on the 7,990,564 shares of
Common Stock reported in the Issuer's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1996 as
outstanding on October 16, 1996.
(b) Each of Investors II and RIT has sole power
to vote or to direct the vote and sole power to dispose or
to direct the disposition of the shares of Common Stock of
which it has direct beneficial ownership.
(e) The Reporting Persons are no longer deemed
reporting persons for purposes of Rule 13d-1 of the General
Rules and Regulations of the Act (see Item 6). The
Reporting Persons ceased to be the beneficial owners of more
than five percent of the Common Stock on the date hereof.
As a result, this constitutes the Final Amendment to the
Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF
THE ISSUER.
Item 6 is hereby amended and supplemented by
adding the following:
Since the date hereof, none of the Reporting
Persons or, to the best knowledge of the Reporting Persons,
the persons listed on Schedules I and II hereto consults, or
has any contracts, arrangements, understandings (oral or
otherwise) or relationships (legal or otherwise), with each
other or any person on matters relating to the Common Stock,
including but not limited to voting, holding, transfer,
further acquisition and disposition of the Common Stock,
finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies. Each of
Investors II and RIT disclaims beneficial ownership of any
Common Stock owned by the other and disclaims membership in
any "group" with the other with respect to the Common Stock
for purposes of Sections 13(d) and 13(g) of the Act, or for
any other purposes under any other provisions of the Act or
the General Rules and Regulations promulgated thereunder.
As a result, each of Investors II and RIT are no longer
deemed to be reporting persons for purposes of Rule 13d-1 of
the General Rules and Regulations of the Act.
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 24, 1997
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 24, 1997
RIT CAPITAL PARTNERS plc
By:/s/ D. W. A. Budge
D. W. A. Budge
Director
SCHEDULE I
1. 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
Name and Title or Employment 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
2. 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 and Business
Name and Title 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
3. 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 and Business
Name and Title 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
4. 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 and Business
Name and Title 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
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
Residence Occupation
Name Address or Employment Citizenship
Lord 27 St James's Chairman of Value British
Rothschild Place Realisation Trust
(Chairman) London SW1A 1NR plc and Director of
England SJPC
Charles Swan House, Director, Stanhope British
Howard Madeira Walk, Administration
Bailey Windsor Limited, Swan
Berkshire SL4 House, Madeira
1EU Walk, Windsor,
England 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 London SW1A 1NR RIT
Budge 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 Capital
Management Limited
The Corporate Secretary of RIT is J Rothschild Capital
Management Limited.
