-----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, Ij8n/Nfce+0gOXaMfVS1BUrKJxCM5k5h6TTAR4XJQ2kqXvS+om3Yk973rCzr8VRb PzqC4UKREgdvpnHjRYTlkw== 0000950124-95-002037.txt : 199507110000950124-95-002037.hdr.sgml : 19950711 ACCESSION NUMBER: 0000950124-95-002037 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950710 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-06880 FILM NUMBER: 95552949 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/A 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/A 1 SCHEDULE 13 D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 20)* 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) June 27, 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). SEC 1746 (9-88) 1 of 7 2 SCHEDULE 13D CUSIP NO. 465642106 PAGE 2 OF 13 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 A REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 4,514,017 OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 4,514,017 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,514,017 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.9% 14 TYPE OF REPORTING PERSON* PN * SEE INSTRUCTIONS BEFORE FILLING OUT! SEC 1746 (99-88) 2 of 7 3 SCHEDULE 13D CUSIP NO. 465642106 PAGE 3 OF 13 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 1,299,687 OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 1,299,687 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,299,687 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% 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 13 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 13 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 13 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 103,333 OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 103,333 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 103,333 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* IN * SEE INSTRUCTIONS BEFORE FILLING OUT! SEC 1746 (9-88) 2 of 7 7 SCHEDULE 13D CUSIP NO. 465642106 PAGE 7 OF 13 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 36,576 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. 19 to Schedule 13D, the following sales of Shares have occurred:
Date Selling Number of Price per Shareholder Shares Share ------------------------------------------------------------ 3/2/95 SZRL 5,500 $34.00 3/3/95 SZRL 11,800 34.125 3/7/95 SZRL 11,800 34.125 3/9/95 SZRL 20,800 34.50 3/14/95 SZRL 4,500 34.875
Net Consideration received by SZRL for the sale of the 54,400 Shares was $1,866,887.50. On January 25, 1995, Samuel Zell received 70,000 restricted Shares from the Issuer. On July 10, 1995, Riverside and SZRL sold 1,200,000 and 50,000 Shares, respectively, at $36.00 per Share pursuant to the agreement described in Item 6. herein. As of July 10, 1995, and to the best knowledge of the Reporting Persons, there were approximately 26,750,000 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 22.8% of the Shares which would be issued and outstanding upon the exercise of such options. Of such Shares, 4,514,017 or 16.9%, are owned beneficially by Riverside; 1,299,687, or 4.8%, by SZRL; 100,000, or .4%, by Equity; 62,416, or .2%, by the Lurie Trust; 103,333, or .4%, by Mr. Zell; and 36,576, or .1%, by Mrs. Rosenberg. Page 8 of 13 9 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On June 27, 1995 Riverside, Equity, SZRL and the Issuer entered into an agreement which is attached hereto as Exhibit 1 and incorporated in its entirety herein by reference. Pursuant to the agreement, the Issuer has agreed to purchase and Riverside, Equity and SZRL have agreed to sell sufficient Shares to reduce the percentage of Shares held or deemed held by Riverside, Equity and SZRL and their affiliates to 21% as of December 31, 1996. The Shares shall be sold in the manner described in the agreement. As of the date hereof, 1,250,000 Shares were sold pursuant to the agreement as described in Items 3. and 5. herein. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Exhibit 1 Agreement dated June 27, 1995 among the Issuer, Riverside, Equity and SZRL. Page 9 of 13 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: June 30, 1995 RIVERSIDE PARTNERS, an Illinois EQUITY HOLDINGS, an Illinois limited partnership general partnership By: Samuel Zell Revocable Trust By: Samuel Zell Revocable Trust under trust under agreement dated trust agreement dated January 17, 1990, January 17, 1990, a general a general partner partner By: /s/ Samuel Zell By: /s/ Samuel Zell ---------------------------- ------------------------------ Samuel Zell, Trustee Samuel Zell, Trustee SZRL INVESTMENTS, an Illinois general ROBERT H. AND ANN LURIE TRUST partnership By: Samuel Zell Revocable Trust under trust agreement dated January 17, 1990, a general partner By: /s/ Sheli Z. Rosenberg ------------------------------ Sheli Z. Rosenberg, Co-Trustee By: /s/ Samuel Zell By: /s/ Samuel Zell ---------------------------- ------------------------------ Samuel Zell, Trustee Samuel Zell By: /s/ Sheli Z. Rosenberg --------------------------- Sheli Z. Rosenberg
Page 10 of 13 11 EXHIBIT INDEX
Exhibit Description Page Number - ------------------------------------------------------------------------------- 1 Agreement dated June 27, 1995 among the Issuer, 12 Riverside, Equity and SZRL.
Page 11 of 13 EX-99.1 2 AGREEMENT 1 EXHIBIT 1 AGREEMENT Riverside Partners, SZRL Investments, Equity Holdings and Itel Corporation hereby agree as follows: Itel Corporation ("Company") will purchase from Riverside Partners, SZRL Investments and Equity Holdings (together "Sellers") and Sellers will sell to the Company sufficient shares of the Company's common stock ("Shares") to reduce the percentage of outstanding Shares held or deemed held by Sellers and their affiliates from in excess of 26% to 21% as of December 31, 1996 in the following manner: a) 1,250,000 Shares will be purchased at $36 a Share upon the delivery of certificates for these Shares. b) 650,000 Shares will be purchased at $36 a Share plus 6.5% per annum from date of this Agreement to date of purchase at such time in 1996 as shall be mutually agreed, but in no event later than December 31, 1996. Payment will be made upon delivery of certificates for the Shares. It is understood however that the Company may elect not to make this purchase by notice to Sellers in which event Sellers will have the option of putting these Shares to the Company at the price and time specified in this paragraph (b), and that Sellers may elect not to make this sale by notice to the Company in which event the Company shall have the option of calling these Shares from Sellers at the price and time specified in this paragraph (b). If the Company shall elect not to purchase these Shares and Sellers do not put these Shares to the Company or if Sellers shall elect not to sell these Shares and the Company does not call these Shares from Sellers, the Company and Sellers will nevertheless be treated as having complied with the requirements of this Agreement as to the Shares which would have otherwise been purchased from Sellers. c) Such additional Shares, if any, as shall be necessary to reach the agreed percentage of 21% (assuming for this purpose that the purchase of the 650,000 Shares described in (b) has already occurred) due to purchases of Shares by the Company from time to time from other shareholders will be purchased on the same day and at the average price of purchases of Shares from other shareholders on that day. Payment will be made upon delivery of the certificates for the Shares. It is understood however that Sellers upon notice to the Company may elect not to participate in any or all of such purchases provided by this paragraph (c), and upon such election, the Company and Sellers Page 12 of 13 2 will be treated as having complied with the requirements of this Agreement as to the Shares which would have been purchased from Sellers but for their notice of non-participation. Dated this 27th day of June, 1995. ITEL CORPORATION RIVERSIDE PARTNERS by Samuel Zell Revocable Trust, By: Rod Dammeyer a general partner ----------------------- Rod Dammeyer, President By: Samuel Zell --------------- Samuel Zell, Trustee SZRL INVESTMENTS by Samuel Zell Revocable Trust, a general partner By: Samuel Zell -------------- Samuel Zell, Trustee EQUITY HOLDINGS by Samuel Zell Revocable Trust, a general partner By: Samuel Zell --------------- Samuel Zell, Trustee Page 13 of 13 -----END PRIVACY-ENHANCED MESSAGE-----