-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KfsgTWDOPNxd5g9HJ4QbL2LwHJ+7kF52XkSE5lemLCek3D5kwhl18HAlNkKFNWZO qT08Ns1EW5b7YNm31nYrbw== 0000902664-96-000108.txt : 19960904 0000902664-96-000108.hdr.sgml : 19960904 ACCESSION NUMBER: 0000902664-96-000108 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960903 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RECONDITIONED SYSTEMS INC CENTRAL INDEX KEY: 0000891915 STANDARD INDUSTRIAL CLASSIFICATION: OFFICE FURNITURE (NO WOOD) [2522] IRS NUMBER: 860576290 STATE OF INCORPORATION: AZ FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46721 FILM NUMBER: 96625166 BUSINESS ADDRESS: STREET 1: 444 WEST FAIRMONT CITY: TEMPE STATE: AZ ZIP: 85282 BUSINESS PHONE: 6029681772 MAIL ADDRESS: STREET 1: 444 W FAIRMONT CITY: TEMPE STATE: AZ ZIP: 85282 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GRANITE CAPITAL L P CENTRAL INDEX KEY: 0000863633 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 126 WEST 56TH STREET 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124073400 MAIL ADDRESS: STREET 1: 126 WEST 56TH STREET 25TH FLOOR CITY: NEWYORK STATE: NY ZIP: 10022 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ SCHEDULE 13D Under the Securities Exchange Act of 1934 Reconditioned Systems, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 75624035 (CUSIP Number) Mr. Jonas Siegel Granite Capital, L.P. 126 East 56th Street, 25th Floor New York, New York 10022 (212) 407-3352 (Name, address and telephone number of person authorized to receive notices and communications) August 12, 1996 (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 the statement [x]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Page 1 of 6 Pages Item 1. Security and Issuer This statement on Schedule 13D ("Schedule 13D") is being filed with respect to the Common Stock, par value [$.01] per share (the "Common Stock"),of Reconditioned Systems, Inc., an Arizona corporation (the "Company"), whose principal executive offices are located at 444 West Fairmont, Tempe, Arizona 85282. Item 2. Identity and Background (a) This Schedule 13D is being filed on behalf of Granite Capital, L.P., a Delaware limited partnership ("Granite Capital"). The current general partners of Granite Capital are Lewis M. Eisenberg and Walter F. Harrison, III, each of whom is a United States citizen. (b) The business address of Granite Capital and Messrs. Eisenberg and Harrison is 126 East 56th Street, 25th Floor , New York, New York 10022. (c) Granite Capital is a private investment limited partnership. The principal occupation of Granite Capital is investing primarily in equities. Messrs. Eisenberg and Harrison are co-chairmen of Granite Capital International Group L.P. ("Granite International"). The primary occupations of Messrs. Eisenberg and Harrison are to act as the principals in the business of Granite International. (d) Neither Granite Capital nor either of Messrs. Eisenberg or Harrison has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither Granite Capital nor either of Messrs. Eisenberg or Harrison has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as 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 a finding of any violation with respect to such laws. Page 3 of 6 Pages Item 3. Source and Amount of Funds or Other Consideration The Common Stock was acquired upon the mandatory conversion of the Series A Convertible Preferred Stock, no par value per share (the "Preferred Stock"), and all accrued and unpaid dividends thereon, which Granite Capital formerly owned, on August 12, 1996. The Preferred Stock was purchased in 1994 and the source of funds therefor was Granite Capital's capital. The total amount of funds used by Granite Capital to purchase the Preferred Stock owned by it was $480,011. Item 4. Purpose of Transaction The purpose of the acquisition of the shares of Preferred Stock by Granite Capital was for investment. Granite Capital intends to review its holdings with respect to the Company on a continuing basis. Depending on Granite Capital's evaluation of the Company's business and prospects, and upon future developments (including, but not limited to, market prices of the shares of the Common Stock and availability and alternative uses of funds, as well as conditions in the securities markets and general economic and industry conditions), Granite Capital may acquire other securities of the Company; sell all or a portion of its shares of Common Stock or other securities of the Company, now owned or hereafter acquired, or maintain its position at current levels. Granite Capital has no present plans or proposals which relate to, or would result in, any of the matters enumerated in paragraphs (b) through (j), inclusive, of Item 4 of Schedule 13D. Granite Capital may, at any time and from time to time, review or reconsider its position with respect to the Company, and formulate plans or proposals with respect to any such matters. Item 5. Interest in Securities of the Issuer (a) As of the close of business on August 12, 1996, Granite Capital owned, within the meaning of Rule 13d-3 under the Exchange Act, 231,117 shares of the Common Stock. (b) Granite Capital has the sole power to vote and dispose of the 231,117 shares of Common Stock owned by it. Page 4 of 6 Pages (c) Granite Capital purchased 106,669 shares of Preferred Stock from the Company on February 26, 1994 pursuant to a Stock Purchase Agreement, dated as of February 26, 1994 (the "Agreement"), among the Company, Granite Capital and the other purchasers of the Preferred Stock listed in Schedule A to the Agreement. In consideration for the 106,669 shares of Preferred Stock, Granite Capital paid $4.50 per share for a total of $480,011. As a result of the approval of certain proposals at the annual meeting of shareholders of the Company on August 5, 1996, the Preferred Stock was automatically converted into shares of Common Stock on the basis of 13 shares of Common Stock for each share of Preferred Stock. Immediately following this conversion, a one-for-six reverse stock split, which applied to all shareholders, became effective. As a result, Granite Capital received 2 and 1/6 shares of Common Stock for each share of Preferred Stock, and any fractional shares were rounded up. (d) Not applicable. (e) Not applicable. ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Other than as described herein, there are no contracts, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons or any person with respect to any securities of the Company, including but not limited to transfer or voting of any 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. ITEM 7. Material To Be Filed As Exhibits Not applicable. Page 5 of 6 Pages -----END PRIVACY-ENHANCED MESSAGE-----