SC 13G/A 1 v034612_sc13ga.htm
CUSIP No. 87872T108
13G
Page 1 of 9


 
UNITED STATES
OMB APPROVAL
 
SECURITIES AND EXCHANGE COMMISSION
OMB Number:
3235-0145
 
Washington, D.C. 20549
Expires:
January 31, 2006
 
SCHEDULE 13G
Estimated average burden
hours per response. . 11

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Technology Solutions Company

(Name of Issuer)

Common Stock (Par Value $.01 Per Share)

(Title of Class of Securities)

87872T108

(CUSIP Number)

December 31, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
x
Rule 13d-1(c)
o
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 the disclosures provided in a prior cover page.

The information required in 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. 87872T108
13G
Page 2 of 9

 
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Michael T. Tokarz
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
o
   
(b)
x
 
 
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
143,942
 
6.
Shared Voting Power
1,725
 
7.
Sole Dispositive Power
143,942
 
8.
Shared Dispositive Power
1,725
 
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
145,667
 
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
 
 
11.
Percent of Class Represented by Amount in Row (9)
6.2%
 
 
12.
Type of Reporting Person (See Instructions)
IN
 
 


CUSIP No. 87872T108
13G
Page 3 of 9
 
 
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
The Tokarz Foundation, Inc.
FEIN 13-3797212
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
o
   
(b)
x
 
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.
Sole Voting Power
0
 
6.
Shared Voting Power
1,725
 
7.
Sole Dispositive Power
0
 
8.
Shared Dispositive Power
1,725
 
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,725
 
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
 
 
11.
Percent of Class Represented by Amount in Row (9)
0.001%
 
 
12.
Type of Reporting Person (See Instructions)
CO
 


CUSIP No. 87872T108
13G
Page 4 of 9
 
Item 1.
 
(a)
Name of Issuer
Technology Solutions Company
 
(b)
Address of Issuer's Principal Executive Offices
205 N. Michigan Ave.
Suite 1500
Chicago, IL 60611
 
Item 2.
 
(a)
Name of Person Filing
Michael T. Tokarz
The Tokarz Foundation, Inc.
 
(b)
Address of Principal Business Office or, if none, Residence
Michael T. Tokarz
287 Bowman
Purchase, NY 10577
 
The Tokarz Foundation, Inc.
c/o Kohlberg Kravis Roberts & Co.
9 West 57th Street, Suite 4200
New York, NY 10019
 
(c)
Citizenship
Michael T. Tokarz - United States
The Tokarz Foundation, Inc. - Delaware
 
(d)
Title of Class of Securities
Common Stock (Par Value $.01 Per Share)
 
(e)
CUSIP Number
87872T108
 


CUSIP No. 87872T108
13G
Page 5 of 9
 
 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
(a)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
 
(e)
o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
(g)
o
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
 
(h)
o
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
(j)
o
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
  N/A    
 
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:
See Item 9 of Cover Pages
 
(b)
Percent of class:
See Item 11 of Cover Pages
 
(c)
Number of shares as to which the person has:
 
   
(i)
Sole power to vote or to direct the vote
See Item 5 of Cover Pages
   
(ii)
Shared power to vote or to direct the vote
See Item 6 of Cover Pages
   
(iii)
Sole power to dispose or to direct the disposition of
See Item 7 of Cover Pages
   
(iv)
Shared power to dispose or to direct the disposition of
See Item 8 of Cover Pages
 


CUSIP No. 87872T108
13G
Page 6 of 9
 
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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o
N/A
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
N/A
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
N/A
 
Item 8.
Identification and Classification of Members of the Group
N/A
 
Item 9.
Notice of Dissolution of Group
N/A
 
Item 10.
Certification
N/A



CUSIP No. 87872T108
13G
Page 7 of 9
 
Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
February 9, 2006
 
Date
 
 
/s/ Michael T. Tokarz
 
Michael T. Tokarz
 
 
THE TOKARZ FOUNDATION, INC.
/s/ Michael T. Tokarz
 
Michael T. Tokarz, President



CUSIP No. 87872T108
13G
Page 8 of 9

INDEX OF EXHIBITS

Exhibit No.
Description
1
Joint Filing Agreement