-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, KIu3GLbedI40B1fe2hp4V9DChioFVsYznfqTx0cuHVJLZ+fFTmM4J8swJxciaJAD hdLkd0mMXAd1g1tsOJkDdA== 0000950124-95-000414.txt : 19950223 0000950124-95-000414.hdr.sgml : 19950223 ACCESSION NUMBER: 0000950124-95-000414 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950222 SROS: NONE GROUP MEMBERS: ANN LURIE TRUST GROUP MEMBERS: EQUITY HOLDINGS GROUP MEMBERS: RIVERSIDE PARTNERS GROUP MEMBERS: RIVERSIDE PARTNERS ET AL GROUP MEMBERS: ROBERT H. AND GROUP MEMBERS: SAMUEL ZELL GROUP MEMBERS: SHELI ROSENBERG GROUP MEMBERS: SZRL INVESTMENTS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ITEL CORP CENTRAL INDEX KEY: 0000052795 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES [5063] IRS NUMBER: 941658138 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-06880 FILM NUMBER: 95514234 BUSINESS ADDRESS: STREET 1: 2 N RIVERSIDE PLZ STREET 2: STE 1900 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3129021515 MAIL ADDRESS: STREET 1: 2 N RIVERSIDE PLZ STREET 2: STE 1900 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: SSI COMPUTER DATE OF NAME CHANGE: 19710316 FORMER COMPANY: FORMER CONFORMED NAME: SSI COMPUTER CORP DATE OF NAME CHANGE: 19690727 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RIVERSIDE PARTNERS ET AL CENTRAL INDEX KEY: 0000927071 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-466-3990 MAIL ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D 1 SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 19 )* Itel Corporation _______________________________________________________________________________ (Name of Issuer) Common Stock, par value $1.00 per share _______________________________________________________________________________ (Title of Class of Securities) 465642106 _________________________________ (CUSIP Number) Sheli Z. Rosenberg, Rosenberg & Liebentritt, P.C. Two North Riverside Plaza, Suite 600, Chicago, IL 60606 (312) 466-3990 ________________________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 15, 1995 _________________________________ (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 / /. (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.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). 2 SCHEDULE 13D CUSIP NO. 465642106 PAGE 2 OF 10 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Riverside Partners 36-3274337 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 5,714,017 OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 5,714,017 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,714,017 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.9% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SEC 1746 (9-88) 2 of 7 3 SCHEDULE 13D CUSIP NO. 465642106 PAGE 3 OF 10 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SZRL Investments 36-6561094 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 1,404,087 OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 1,404,087 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,404,087 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SEC 1746 (9-88) 2 of 7 4 SCHEDULE 13D CUSIP NO. 465642106 PAGE 4 OF 10 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Equity Holdings 36-3206542 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 100,000 OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 100,000 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .4% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SEC 1746 (9-88) 2 of 7 5 SCHEDULE 13D CUSIP NO. 465642106 PAGE 5 OF 10 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robert H. and Ann Lurie Trust 36-6944487 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 62,416 OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 62,416 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 62,416 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .2% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SEC 1746 (9-88) 2 of 7 6 SCHEDULE 13D CUSIP NO. 465642106 PAGE 6 OF 10 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Samuel Zell ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 33,333 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,333 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .1% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SEC 1746 (9-88) 2 of 7 7 SCHEDULE 13D CUSIP NO. 465642106 PAGE 7 OF 10 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sheli Rosenberg ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 26,576 OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 36,576 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,576 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .1% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SEC 1746 (9-88) 2 of 7 8 ONLY THOSE ITEMS AMENDED ARE REPORTED HEREIN CAPITALIZED TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE SAME MEANING AS THEY HAVE IN THE INITIAL SCHEDULE 13D AND AMENDMENTS THERETO ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Since the date of filing of Amendment No. 18 to Schedule 13D, the following sales of shares to the Issuer have occurred:
Date Selling Number of Price per Shareholder Shares Share ---------------------------------------------------------------------- 12/16/94 SZRL 9,800 $34.2057 12/19/94 SZRL 69,800 34.00 12/21/94 SZRL 15,600 34.125 12/28/94 SZRL 19,400 34.4866 1/3/95 SZRL 2,300 34.2197 1/3/95 SZRL 1,000 33.75 1/4/95 SZRL 16,700 33.8621 1/5/95 SZRL 3,500 33.50 1/6/95 SZRL 34,600 33.875 1/10/95 SZRL 3,500 34.625 1/16/95 SZRL 12,100 35.875 1/24/95 SZRL 11,100 36.00 1/25/95 SZRL 6,200 36.00 1/26/95 SZRL 34,800 36.00 1/27/95 SZRL 4,200 36.00 1/30/95 SZRL 3,500 35.50
9 2/14/95 SZRL 24,300 35.00 2/15/95 SZRL 26,300 35.375 2/16/95 SZRL 24,100 35.375 2/17/95 SZRL 22,400 35.625
Net Consideration received by SZRL for the sale of the 322,800 Shares was $12,014,808.28. As of the date hereof, and to the best knowledge of the Reporting Persons, there are 28,597,510 Shares issued and outstanding. The Shares of the Reporting Persons (including 43,333 obtainable by Mr. Zell and Mrs. Rosenberg by the exercise of options which are currently exercisable or which would be exercisable within 60 days) represent approximately 25.6% of the Shares which would be issued and outstanding upon the exercise of such options. Of such Shares, 5,714,017, or 19.9%, are owned beneficially by Riverside; 1,404,087, or 4.9%, by SZRL; 100,000, or .4%, by Equity; 62,416, or .2%, by the Lurie Trust; 33,333, or .1%, by Mr. Zell; and 36,576, or .1%, by Mrs. Rosenberg. Mrs. Rosenberg disclaims beneficial ownership of an additional 1,065 Shares held in trust for her husband. ITEM 4. PURPOSE OF TRANSACTION It was disclosed in Schedule 13D and Amendments thereto that the Reporting Persons may (i) purchase additional shares of Common Stock in the open market or in private transactions, depending on market conditions, (ii) determine to continue to hold shares of Common Stock presently owned or hereafter acquired or (iii) dispose of all or a portion of such shares. The Issuer has announced various buy-back programs of Common Stock. The Issuer, from time to time, has offered to repurchase shares from the Reporting Persons at prices similar to those paid by the Issuer for shares purchased in the open market. The Reporting Persons have determined, from time to time, to sell shares to the Issuer in order to keep their overall ownership interest in the Issuer at the same general percentage range. The Reporting Persons may continue to sell shares to the Issuer or may determine at any time to discontinue such sales. 10 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the statement is true, complete and correct. DATED: February 22, 1995 RIVERSIDE PARTNERS, an Illinois EQUITY HOLDINGS, an Illinois general limited partnership partnership By: Samuel Zell Revocable Trust By: Samuel Zell Revocable Trust under trust agreement dated under trust agreement dated January 17, 1990, a general January 17, 1990, a general partner partner By: By: ------------------------------------------ --------------------------------------------- Samuel Zell, Trustee Samuel Zell, Trustee SZRL INVESTMENTS, an Illinois general ROBERT H. AND ANN LURIE partnership TRUST By: Samuel Zell Revocable Trust under trust agreement dated January 17, 1990, a general partner By: --------------------------------------------- Sheli Z. Rosenberg, Co-Trustee By: By: ------------------------------------------- --------------------------------------------- Samuel Zell, Trustee Samuel Zell By: -------------------------------------------- Sheli Z. Rosenberg
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