-----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, Am4DpOddd1P6zUZAhsKMIY0MuCJCn2CYeY7VFvKUYqENHzoMT+0MXYJNWvhShOfo Miw8PBfKo0elvE2I3bj1yA== 0001047469-98-013968.txt : 19980408 0001047469-98-013968.hdr.sgml : 19980408 ACCESSION NUMBER: 0001047469-98-013968 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980407 SROS: NASD GROUP MEMBERS: ENVIRONMENTAL PRIVATE EQUITY FUND II,L.P. GROUP MEMBERS: RIVERSIDE PARTNERS ET AL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KTI INC CENTRAL INDEX KEY: 0000931581 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 222665282 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-47003 FILM NUMBER: 98588756 BUSINESS ADDRESS: STREET 1: 7000 BLVD E CITY: GUTTENBERG STATE: NJ ZIP: 07093 BUSINESS PHONE: 2018547777 MAIL ADDRESS: STREET 1: 7000 BOULEVARD EAST CITY: GUTTENBERG STATE: NJ ZIP: 07093 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RIVERSIDE PARTNERS ET AL CENTRAL INDEX KEY: 0000927071 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 364051881 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 233 SOUTH WACKER DR STE 9500 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3122581400 MAIL ADDRESS: STREET 1: 233 SOUTH WACKER DR STE 9500 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 SC 13D/A OMB APPROVAL OMB Number: 3235-0145 Expires: August 31, 1999 Estimated average burden hours per response. . . .14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1*) KTI, Inc. --------------------------------------------------------------------------- (Name of Issuer) Common Stock --------------------------------------------------------------------------- (Title of Class of Securities) 482689205 --------------------------------------------------------------------------- (CUSIP Number) Bret R. Maxwell, 233 S. Wacker Drive, Suite 9500, Chicago, Illinois 60606 (312)258-1400 --------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 20, 1998 --------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on 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 (however, see the Notes). SCHEDULE 13D CUSIP No. 482689205 Page 2 of 10 Pages 1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Riverside Partnership 36-405-1881 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) Not applicable. 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois 7 SOLE VOTING POWER 0 NUMBER OF 8 SHARED VOTING POWER SHARES 0 BENEFICIALLY OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN CUSIP No. 482689205 Page 3 of 10 Pages 1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Environmental Private Equity Fund II, L.P. 36-383-0765 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) Not applicable. 5 CHECK 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 566,617* NUMBER OF 8 SHARED VOTING POWER SHARES 0 BENEFICIALLY OWNED EACH 9 SOLE DISPOSITIVE POWER REPORTING 566,617* PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 566.617* 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN *SEE ITEM 5 HEREOF. Page 4 of 10 Pages THIS SCHEDULE AMENDS A SCHEDULE 13D DATED JULY 14, 1997 (THE "ORIGINAL 13D"). Item 1. Security and Issuer. This Schedule 13D is filed with respect to shares of Common Stock ("Common Stock") of KTI, Inc., a New Jersey corporation (the "Company"). The Company's principal executive offices are located at 7000 Boulevard East, Guttenberg, New Jersey 07093. Item 2. Identity and Background. This Schedule 13D is filed on behalf of Riverside Partnership, an Illinois general partnership ("Riverside"), and Environmental Private Equity Fund II, L.P., a Delaware limited partnership ("EPEF"). Riverside and EPEF will be referred to collectively as the "Filing Parties." Each of the Filing Parties maintains its principal offices at 233 South Wacker Drive, 9500 Sears Tower, Chicago, Illinois 60606 ("Suite 9500"). The principal business of each of the Filing Parties is venture capital and private equity investment. In this Schedule 13D, the persons who have or share control of EPEF or its general partner after looking through one or more intermediate partnerships will be referred to as "ultimate general partners." The ultimate general partners of EPEF are First Analysis Corporation, a Delaware corporation ("FAC"), Bret R. Maxwell ("Maxwell"), BancAmerica Robertson Stephens & Co. ("BARS"), Argentum Environmental Corporation ("AEC"), and Schneur Z. Genack, Inc. ("SZG"). (a), (b) and (c). The following information is furnished with respect to each person who takes executive actions on behalf of FAC with respect to its functioning as an ultimate general partner of EPEF, and on behalf of Maxwell personally, each of whom maintains Suite 9500 as his principal business address: NAME AFFILIATION WITH FAC 1. F. Oliver Nicklin President, Chief Executive Officer and Director 2. Bret R. Maxwell Vice Chairman Each of the above is principally employed as an executive of FAC. FAC's principal business is participation in venture capital partnerships and the provision of research investment services. Its principal business address is Suite 9500. (a), (b) and (c) (con't). AEC maintains its business address c/o The Argentum Group ("TAG"), 405 Lexington Avenue, New York, New York 10174 (the "TAG Address"). SZG maintains its business address at the TAG Address. The persons who take actions on behalf of AEC and SZG with respect to their functioning as ultimate general partners of EPEF are Schneur Z. Genack ("Genack"), Daniel Raynor ("Raynor") and Walter H. Barandiaran ("Barandiaran"). Each Page 5 of 10 Pages of Raynor and Barandiaran is principally employed as an executive of TAG and maintains his business address at the TAG address. TAG's principal business is merchant banking. Genack is principally employed as a private investor. Genack maintains his business address at 18 East 48th Street, Suite 1800, New York, New York 10017. (a), (b) and (c) (con't). BARS maintains its business address at One Embarcadero Center, San Francisco, California 94111 (the "BARS Address"). The person who takes actions on behalf of BARS with respect to its functioning as an ultimate general partner of EPEF is Charles R. Hamilton ("Hamilton"). Hamilton is principally employed as an employee of BARS. Hamilton maintains his principal business address at the BARS Address. BARS's principal business is investment banking. (d) and (e) None of the Filing Parties or their general partners and, to the best of each Filing Party's knowledge, none of the persons listed in the responses to Items 2(a), (b) or (c) above has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such civil 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. (f) To the best of each Filing Party's knowledge, each of the natural persons listed in the responses to Items 2(a), (b) or (c) above is a citizen of the United States, except for Barandiaran, who is a citizen of Peru. Item 3. Source and Amount of Funds or Other Consideration. Not applicable. Item 4. Purpose of Transaction. The securities of the Company held by EPEF were purchased as an investment. EPEF may, in the future, purchase additional securities of the Company or dispose of securities of the Company. EPEF has no present plans or proposals that relate to or would result in transactions of the kind described in paragraphs (a) through (j) of Item 4 of Rule 13d-101 promulgated under the Securities Exchange Act of 1934, as amended (the "1934 Act"). In the future, however, each of the Filing Parties reserves the right to adopt such plans or proposals, subject to applicable regulatory requirements, if any. Item 5. Interest in Securities of the Issuer. (a) (i) As of the date of this Schedule, Riverside owns no shares of the Common Stock and may not be deemed to directly or indirectly beneficially own any shares of Common Stock. Page 6 of 10 Pages EPEF owns 318,700 shares of the Common Stock, 218,750 Warrants ("$9 Warrants") to purchase Common Stock at an exercise price of $9 per share, and 29,167 Warrants ("$10 Warrants") to purchase Common Stock at an exercise price of $10 per share (the $9 Warrants and the $10 Warrants are sometimes collectively referred to herein as the "Warrants"). Subject to the assumptions described in the next sentence, EPEF owns 5.8% of the Common Stock. Such percentage is computed assuming the exercise of all of the Warrants held by EPEF and no exercise of options or warrants or conversion of any convertible security held by any other person. In addition, Genack holds 25,000 shares of Common Stock, 12,500 $9 Warrants, and 1,667 $10 Warrants. Assuming exercise of all Warrants held by Genack, and no exercise of options or warrants or conversion of any convertible security by any other person, Genack owns 0.4% of the Common Stock. (ii) By reason of their status as ultimate general partners of EPEF, each of FAC, Maxwell, BARS, AEC and SZG, and the controlling persons Genack, Raynor, Barandiaran and Hamilton, may be deemed to be the indirect beneficial owner of 566,617 shares of Common Stock or 5.8% of such shares. By reason of his status as the majority stockholder of FAC, F. Oliver Nicklin may also be deemed to be the indirect beneficial owner of such shares. (iii) Each of the Filing Parties disclaims beneficial ownership of all shares described herein except those shares that are owned by the Filing Party directly. The Filing Parties understand that each of the other persons named as an officer, director, partner, ultimate general partner or other affiliate of any Filing Party herein disclaims beneficial ownership of all of the shares described herein, except for Genack with respect to the 25,000 shares of Common Stock and 14,167 Warrants held by him directly. Each of the Filing Parties and each of their general partners disclaim the existence of an "group" among any or all of them and further disclaim the existence of a "group" among any or all of them and any or all of the other persons named as an officer, director, partner or other affiliate of any Filing Party, in each case within the meaning of Section 13(d)(3) of the 1934 Act. (b) (i) Riverside does not have the sole power to vote and dispose of any shares of Common Stock nor may it be deemed to share the power to vote or dispose of any shares of Common Stock. (ii) Subject to the exercise of the Warrants, EPEF has the sole power to vote and dispose of 566,167 shares of Common Stock. FAC, Maxwell, BARS, AEC and SZG may be deemed to share the power to vote or dispose of such shares. (iii) Subject to the exercise of Warrants held by Genack, Genack has the sole power to vote and dispose of 39,167 shares of Common Stock. Page 7 of 10 Pages (c) (i) On February 5, 1998, the 437,500 and 25,000 shares of the Company's Series A Preferred Stock previously held by Riverside and Genack, respectively, were converted into an equal number of shares of Common Stock. (ii) On March 11, 1998, Riverside sold 117,500 shares of Common Stock at a price per share of $15-3/4. (iii) On March 19, 1998, Riverside sold 1,300 shares of Common Stock at a price per share of $16-7/8. (iv) On March 20, 1998, Riverside used the proceeds from the sales described in (ii) and (iii) above to repay the loaned funds borrowed under a Secured Revolving Loan Agreement, a copy of which is attached to the Original 13D as Exhibit A, as described in Item 3 of the Original 13D. Upon repayment of the loaned funds, beneficial ownership by Riverside of 318,700 shares of Common Stock and 247,917 Warrants transferred to EPEF. (d) None. (e) On March 20, 1998, Riverside ceased to be the beneficial owner of more than five percent of the Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Not applicable. Item 7. Material to be Filed as Exhibits. Exhibit D. Agreement with respect to joint filing of Amendment No. 1 to Schedule 13D dated April 6, 1998. Page 9 of 10 pages. Page 8 of 10 Pages After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: April 6, 1998 RIVERSIDE PARTNERSHIP, an Illinois general partnership By: Riverside L.L.C., Managing General Partner of Riverside Partnership By: First Analysis Corporation, Manager of Riverside L.L.C. By: /s/ F. Oliver Nicklin ------------------------------- F. Oliver Nicklin Title: President ENVIRONMENTAL PRIVATE EQUITY FUND II, L.P., a Delaware limited partnership By: Environmental Private Equity Management II, L.P., General Partner of Environmental Private Equity Fund II, L.P. By: First Analysis EPEF Management Company II, General Partner of Environmental Private Equity Management II, L.P. By: First Analysis Corporation, General Partner of First Analysis EPEF Management Company II By: /s/ F. Oliver Nicklin ----------------------------------- F. Oliver Nicklin Title: President Page 9 of 10 Pages EXHIBIT D AGREEMENT The undersigned agree as follows: (i) Each of them is individually eligible to use the Amendment No. 1 to Schedule 13D (the "Amendment") to which this Agreement is attached, and such Amendment is filed on behalf of each of them; (ii) Each of them is responsible for the timely filing of such Amendment and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate; (iii) Such Amendment identifies each such person, contains the required information with regard to such person and indicates that it is filed on behalf of all such persons; and (iv) The execution and delivery of this Agreement does not and shall not constitute an admission by the undersigned that they constitute a "group" for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and the undersigned hereby disclaim such status. Dated: April 6, 1998 RIVERSIDE PARTNERSHIP, an Illinois general partnership By: Riverside L.L.C., Managing General Partner of Riverside Partnership By: First Analysis Corporation, Manager of Riverside L.L.C. By: /s/ F. Oliver Nicklin --------------------------------------- F. Oliver Nicklin Title: President (signature lines continued on next page) Page 9 of 10 Pages ENVIRONMENTAL PRIVATE EQUITY FUND II, L.P., a Delaware limited partnership By: Environmental Private Equity Management II, L.P., General Partner of Environmental Private Equity Fund II, L.P. By: First Analysis EPEF Management Company II, General Partner of Environmental Private Equity Management II, L.P. By: First Analysis Corporation, General Partner of First Analysis EPEF Management Company II By: /s/ F. Oliver Nicklin --------------------------------------- F. Oliver Nicklin Title: President -----END PRIVACY-ENHANCED MESSAGE-----