rti13ga-021610.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
(RULE
13d - 102)
Information
to be included in statements filed pursuant
to
Rules 13d-1(b), (c) and (d) and amendments thereto filed
pursuant
to 13d-2(b)
(AMENDMENT
NO.2)*
RTI International Metals,
Inc.
(Name of
Issuer)
Common Shares, par value
$.01
(Title of
Class of Securities)
74973W107
(CUSIP
Number)
December 31,
2009
(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
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).
(Continued
on the Following Pages)
CUSIP No.
74973W107
1. NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Luxor
Capital Partners, LP
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
0
7. SOLE
DISPOSITIVE POWER
8. SHARED
DISPOSITIVE POWER
0
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN
SHARES* [
]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
12. TYPE
OF REPORTING PERSON*
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.
74973W107
1. NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
0
7. SOLE
DISPOSITIVE POWER
8. SHARED
DISPOSITIVE POWER
0
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [
]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
12. TYPE
OF REPORTING PERSON*
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.
74973W107
1. NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
0
7. SOLE
DISPOSITIVE POWER
8. SHARED
DISPOSITIVE POWER
0
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [
]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
12. TYPE
OF REPORTING PERSON*
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.
74973W107
1. NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Luxor
Capital Partners Offshore, Ltd.
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
0
7. SOLE
DISPOSITIVE POWER
8. SHARED
DISPOSITIVE POWER
0
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN
SHARES* [
]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
12. TYPE
OF REPORTING PERSON*
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.
74973W107
1. NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
LCG
Select Offshore, Ltd.
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
0
7. SOLE
DISPOSITIVE POWER
8. SHARED
DISPOSITIVE POWER
0
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
12. TYPE
OF REPORTING PERSON*
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.
74973W107
1. NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Luxor
Spectrum Offshore, Ltd.
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
0
7. SOLE
DISPOSITIVE POWER
8. SHARED
DISPOSITIVE POWER
0
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
PERSON
0
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
12. TYPE
OF REPORTING PERSON*
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.
74973W107
1. NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
0
7. SOLE
DISPOSITIVE POWER
8. SHARED
DISPOSITIVE POWER
0
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN
SHARES* [
]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
12. TYPE
OF REPORTING PERSON*
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.
74973W107
1. NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
0
7. SOLE
DISPOSITIVE POWER
8. SHARED
DISPOSITIVE POWER
0
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [
]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
12. TYPE
OF REPORTING PERSON*
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.
74973W107
1. NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
0
7. SOLE
DISPOSITIVE POWER
8. SHARED
DISPOSITIVE POWER
0
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
PERSON
0
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN
SHARES* [
]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
12. TYPE
OF REPORTING PERSON*
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.
74973W107
1. NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE
VOTING POWER
6. SHARED
VOTING POWER
7. SOLE
DISPOSITIVE POWER
8. SHARED
DISPOSITIVE POWER
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN
SHARES* [
]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
12. TYPE
OF REPORTING PERSON*
IN, HC
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
This
statement is filed with respect to the shares of common stock (the "Common
Stock") of RTI International Metals, Inc. (the "Issuer") beneficially owned by
the Reporting Persons identified below as of December 31, 2009, and amends and
supplements the Schedule 13G originally filed on August 22, 2008, as previously
amended (collectively, the "Schedule 13G"). Except as set forth
herein, the Schedule 13G is unmodified.
The names
of the persons filing this statement on Schedule 13G are (collectively, the
“Reporting Persons”):
|
·
|
Luxor
Capital Partners, LP, a Delaware limited partnership (the “Onshore
Fund”);
|
|
·
|
LCG
Select, LLC, a Delaware limited liability company (the “Select Onshore
Fund”);
|
|
·
|
Luxor
Spectrum, LLC, a Delaware limited liability company (the “Spectrum Onshore
Fund”);
|
|
·
|
Luxor
Capital Partners Offshore, Ltd., a Cayman Islands exempted company (the
“Offshore Fund”);
|
|
·
|
LCG
Select Offshore, Ltd., a Cayman Islands exempted company (the “Select
Offshore Fund”);
|
|
·
|
Luxor
Spectrum Offshore, Ltd., a Cayman Islands exempted company (the “Spectrum
Offshore Fund”);
|
|
·
|
Luxor
Capital Group, LP, a Delaware limited partnership (“Luxor Capital
Group”);
|
|
·
|
Luxor
Management, LLC, a Delaware limited liability company (“Luxor
Management”);
|
|
·
|
LCG
Holdings, LLC, a Delaware limited liability company (“LCG Holdings”);
and
|
|
·
|
Christian
Leone, a United States citizen (“Mr.
Leone”).
|
ITEM
4. OWNERSHIP.
Provide
the following information regarding the aggregate number and
percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount
beneficially owned:
None of
the Reporting Persons beneficially owns any shares of Common Stock.
Not
applicable.
(c) Number
of shares as to which such person has:
(i)
Sole
power to vote or to direct the vote of Common Stock:
Not
applicable.
(ii)
Shared
power to vote or to direct the vote of Common Stock:
Not
applicable.
(iii)
Sole
power to dispose or to direct the disposition of Common Stock:
Not
applicable.
(iv)
Shared
power to dispose or to direct the disposition of Common Stock:
Not
applicable.
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 Persons have ceased to
be the beneficial owner of more than five percent of the class of securities,
check the following [X].
ITEM
10. CERTIFICATION.
By
signing below the undersigned certifies that, to the best of its or his
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.
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete, and correct.
Dated: February
16, 2010
LUXOR
CAPITAL PARTNERS, LP
By: LCG
Holdings, LLC, as General Partner
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
LCG
SELECT, LLC
By: LCG
Holdings, LLC, as Managing Member
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
LUXOR
SPECTRUM, LLC
By: LCG
Holdings, LLC, as Managing Member
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
LUXOR
CAPITAL PARTNERS OFFSHORE, LTD.
By: Luxor
Capital Group, LP, as investment manager
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
LCG
SELECT OFFSHORE, LTD.
By: Luxor
Capital Group, LP, as investment manager
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
LUXOR
SPECTRUM OFFSHORE, LTD.
By: Luxor
Capital Group, LP, as investment manager
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
LUXOR
CAPITAL GROUP, LP
By: Luxor
Management, LLC, as General Partner
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
LCG
HOLDINGS, LLC
By:
/s/ Norris Nissim
Norris
Nissim,
General
Counsel
LUXOR MANAGEMENT, LLC
By:
/s/ Norris Nissim
Norris Nissim,
General Counsel
/s/
Elena Cimador
Elena Cimador, as Attorney-in-Fact
For Christian Leone
EXHIBIT
C
POWER
OF ATTORNEY
The
undersigned hereby makes, constitutes and appoints each of Adam Miller and Elena
Cimador as the undersigned’s true and lawful authorized representative,
attorney-in-fact and agent, each with the power individually to execute for and
on behalf of the undersigned and to file with and deliver to the United States
Securities and Exchange Commission and any other authority or party required or
entitled to receive the same: (a) any Forms 3, 4 and 5, and any amendments
thereto, in accordance with Section 16(a) of the Securities Exchange Act of
1934, as amended (the “1934 Act”), and the rules promulgated thereunder; and (b)
any Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the
undersigned in accordance with Section 13 of the 1934 Act and the rules
promulgated thereunder.
The
undersigned also hereby grants to each such attorney-in-fact the full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, hereby ratifying and confirming all that such attorney-in-fact
shall lawfully do or cause to be done by virtue of this power of attorney and
the rights and powers herein granted. The undersigned acknowledges that each of
the foregoing attorneys-in-fact, in serving in such capacity at the request of
the undersigned, is not assuming any of the undersigned's responsibilities to
comply with Section 16 or Section 13 or any other provision of the 1934 Act or
the rules promulgated thereunder.
This
Power of Attorney shall remain in full force and effect until earlier revoked by
the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of January 20, 2006.
/s/ Christian
Leone
Christian
Leone
ACKNOWLEDGEMENT
IN NEW YORK STATE
STATE OF
NEW YORK )
: ss.:
COUNTY OF
NEW YORK )
On January 20, 2006, before me, the
undersigned personally appeared, Christian Leone, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledged to me that he
executed the same in his capacity, and that by his signature on the instrument,
the individual, or the person upon behalf of which the individual acted,
executed the instrument.
/s/ Michael J.
Sadler
Michael
J. Sadler
Notary
Public
[Notary
Stamp and Seal]