-----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, CvR7PV1byQHEiEXtzJWdqBHipiOAnTixpbMe1yuvbF60oSk2pZT1UKJM6vVccogH MhUuLUhn25jfxR4FFrYawQ== 0000950116-98-000311.txt : 19980218 0000950116-98-000311.hdr.sgml : 19980218 ACCESSION NUMBER: 0000950116-98-000311 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980213 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ITC LEARNING CORP CENTRAL INDEX KEY: 0000764867 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 521078263 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-36476 FILM NUMBER: 98537625 BUSINESS ADDRESS: STREET 1: 13515 DULLES TECHNOLOGY DR CITY: HERNDON STATE: VA ZIP: 22071 BUSINESS PHONE: 7037133335 MAIL ADDRESS: STREET 1: 13515 DULLES TECHNOLOGY DRIVE CITY: HERNDON STATE: VA ZIP: 22071 FORMER COMPANY: FORMER CONFORMED NAME: INDUSTRIAL TRAINING CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TDH II LTD CENTRAL INDEX KEY: 0000735723 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 919 CONCSTOGA RD STREET 2: BLDG 1 STE 301 CITY: ROSEMONT STATE: PA ZIP: 19010 BUSINESS PHONE: 6105369970 MAIL ADDRESS: STREET 1: 919 CONCSTOGA RD STREET 2: BLDG 1 STE 301 CITY: ROSEMONT STATE: PA ZIP: 19010 SC 13D/A 1 ------------------------------- OMB APPROVAL ------------------------------- OMB Number: 3235-0145 Expires: December 31, 1997 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. 2)* INDUSTRIAL TRAINING CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $.10 PAR VALUE - -------------------------------------------------------------------------------- (Title of Class of Securities) 456 385 103 ------------------------------------------------------------------ (CUSIP Number) J.B. Doherty TDH II Limited, Bldg. 1 Suite 301, Rosemont, PA 19010 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 4, 1997 -------------------------------------------------------- (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). - ------------------------------------------------------------------------------- CUSIP No. 456 385 103 SCHEDULE 13D Page 2 of 6 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TDH II Limited - ------------------------------------------------------------------------------ 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 Pennsylvania Limited Partnership - ------------------------------------------------------------------------------ NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 0 BENEFICIALLY |-----|-------------------------------------------------------- OWNED BY | 8 | SHARED VOTING POWER EACH | | 0 REPORTING |-----|-------------------------------------------------------- PERSON WITH | 9 | SOLE DISPOSITIVE POWER | | 0 |-----|-------------------------------------------------------- | 10 | SHARED DISPOSITIVE POWER | | 0 - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* PN - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. - ------------------------------------------------------------------------------- CUSIP No. 456 385 103 SCHEDULE 13D Page 3 of 6 Pages - ------------------------------------------------------------------------------- This Amendment No. 2 to Schedule 13D is being filed on behalf of TDH II Limited ("TDH") and amends and restates the previously filed Schedule 13D as amended. Reference is made to the Schedule 13D dated October 8, 1993 and Amendment #1 dated October 6, 1995. 1. Security and Issuer The class of equity securities to which this statement relates is the Common Stock, $.10 par value per share (the "Common Stock"), of ITC Learning Corporation, (formerly Industrial Training Corporation), a Maryland corporation (the "Company"), whose principal executive offices are located at 13515 Dulles Technology Drive, Herndon, Virginia 22071 2. Identity and Background This statement on Schedule 13D is filed on behalf of TDH II Limited, a Pennsylvania limited partnership ("TDH"). The three general partners of TDH are: J. B. Doherty, Jarrett B. Kling and TDH Administrative Services, Inc. a Pennsylvania corporation. The following information is provided for TDH and each of its general partners: TDH TDH was a Pennsylvania limited partnership which, as a venture capital firm, invested in the securities of small and medium size businesses. The location of its principal place of business was Bldg. 1, Suite 301, Rosemont, PA 19010. TDH ceased operations on or about 12/31/97. J. B. Doherty - Managing General Partner Business Address: Bldg. 1 Suite 301 Rosemont, PA 19010 Present Principal Occupation: Venture capital investor - ------------------------------------------------------------------------------- CUSIP No. 456 385 103 SCHEDULE 13D Page 4 of 6 Pages - ------------------------------------------------------------------------------- Jarrett B. Kling - General Partner Business Address: CRA Real Estate Securities 259 Radnor-Chester Road Suite 205 Radnor, PA 19087 Present Principal Occupation: Investor TDH Administrative Services, Inc. - General Partner Business Address: Radnor Court, Suite 210 Radnor, PA 19087 Present Business: TDH Administrative Services, Inc. was a wholly-owned subsidiary of TDH Capital Corp., a Pennsylvania corporation, and provided accounting and related administrative services to TDH. TDH Capital Corp. made investments in venture funds and a variety of business entities. The foregoing natural persons are citizens of the United States of America. During the last five years, none of the foregoing natural persons, corporations or TDH has been convicted in a criminal proceeding (excluding traffic violations and misdemeanors). During the last five years, none of the foregoing natural persons, corporations or TDH was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any of such persons 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. - ------------------------------------------------------------------------------- CUSIP No. 456 385 103 SCHEDULE 13,D Page 5 of 6 Pages - ------------------------------------------------------------------------------- 3. Source and Amount of Funds or Other Consideration TDH acquired securities, and rights to acquire securities, in CI Acquisition Corporation, a Georgia corporation ("CI"), in a series of negotiated transactions since May, 1990. On October 1, 1993, CI entered into an Agreement and Plan of Merger dated as of September 30, 1993 (the "Merger Agreement") between the Company and CI. On October 8, 1993, a wholly-owned subsidiary of the Company ("Newco") was merged into CI (the "Merger"), and, as a result of the Merger, CI became a wholly-owned subsidiary of the Company, and TDH acquired the reported shares of Common Stock. Upon completion of the Merger, a total of 620,000 shares were issued by the Company. 4. Purpose of Transaction TDH sold 290,843 shares of Common Stock in a series of sales in the public market commencing 5/7/97 and ending on 12/17/97. The TDH share holding declined under 5% of the total outstanding shares of the Issuer with sales occurring on 11/7/97. 5. Interest in Securities in the Issuer As a result of TDH's sales of shares of Common Stock in the public market, TDH no longer owns any shares of Common Stock of the Issuer. 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None. 7. Materials to be Filed as Exhibits None. - ------------------------------------------------------------------------------- CUSIP No. 456 385 103 SCHEDULE 13D Page 6 of 6 Pages - ------------------------------------------------------------------------------- Signature After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. TDH II LIMITED, a Pennsylvania Limited Partnership BY: /s/ J.B. Doherty ---------------------------- J. B. Doherty Managing General Partner Dated: February 6, 1998 -----END PRIVACY-ENHANCED MESSAGE-----