-----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, JPqF0puRmqGeqBS2Nd0T9owFub8VfKK+yfzb1GU+WnD3jkBpVY4W/A6UKmbUFUhE BNcOpTXgiW0cC7mNAyEK+g== 0000950124-94-001228.txt : 19940720 0000950124-94-001228.hdr.sgml : 19940720 ACCESSION NUMBER: 0000950124-94-001228 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940719 GROUP MEMBERS: EQUITY HOLDINGS GROUP MEMBERS: RIVERSIDE PARTNERS GROUP MEMBERS: RIVERSIDE PARTNERS ET AL GROUP MEMBERS: ROBERT H. AND ANN LURIE TRUST 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: 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: 94539266 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: 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 AMENDMENT NO. 17 TO SCHEDULE 13-D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 17)* 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) July 12, 1994 (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 11 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 7 SOLE VOTING POWER NUMBER OF 5,715,817 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 5,715,817 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,715,817 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.0% 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 11 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 7 SOLE VOTING POWER NUMBER OF 2,268,719 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,268,719 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,268,719 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2% 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 11 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 7 SOLE VOTING POWER NUMBER OF 100,000 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 100,000 PERSON WITH 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) .3% 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 11 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* WC 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 7 SOLE VOTING POWER NUMBER OF 62,416 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 62,416 PERSON WITH 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* 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! SEC 1746 (9-88) 2 of 7 6 SCHEDULE 13D CUSIP No. 465642106 Page 6 of 11 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* PF, 00 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 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 33,333 PERSON WITH 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 11 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* 00 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 7 SOLE VOTING POWER NUMBER OF 26,576 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 31,576 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,576 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 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. 16 to Schedule 13D, the following transactions have occurred: On July 8, 1993, the Lurie Trust exercised warrants to purchase 5,000 Shares at $19.875 per Share. The $99,375 was provided by working capital of the Lurie Trust. On August 1, 1993, Sheli Z. Rosenberg was granted options to purchase 5,000 Shares at 30.00 per Share. The option is exercisable six months after date of grant. On January 13, 1994, Mrs. Rosenberg exercised options to purchase 5,000 Shares at $16.925 per Share and options to purchase 5,000 Shares at $16.763 per Share. The exercise price of $168,440 was provided by a broker for a cashless exercise of the option. On the same date, Mrs. Rosenberg sold, in the open market, 10,000 Shares at $29.00 per Share and 17,000 Shares at $29.375 per Share. Net consideration received for the sale of the 27,000 Shares was $787,556.33. On January 13, 1994, Samuel Zell exercised options to purchase 200,000 Shares at $21.06 per Share. The exercise price of $4,212,000 was provided by a broker for a cashless exercise of the option. On the same date, Mr. Zell sold, in the open market, 200,000 Shares at $29.0018 per Share. Net consideration received on the sale of the 200,000 Shares was $5,788,166.65. On February 10, 1994, Mr. Zell exercised the following options to purchase common stock: 60,000 at $21.875 per Share 150,000 at $10.375 per Share 200,000 at $11.313 per Share 33,333 at $18.225 per Share Page 8 of 11 9 The total exercise price of $5,738,843.93 was paid with a portion of the proceeds from the sale of the Shares. On the same date, Mr. Zell sold, to the Issuer, 443,333 Shares at $29.50 per Share. Net consideration received on the sale of the 443,333 Shares was $13,078,323.50 On March 28, 1994, SZRL distributed 57,416 Shares to each of its two partners, the Samuel Zell Revocable Trust and the Lurie Trust. The Shares were distributed to each partner at SZRL's tax basis in such Shares. On the same date, the Samuel Zell Revocable Trust transferred 57,416 Shares to Sharon Zell pursuant to a qualified domestic relations order. Such shares were transferred at the Trust's basis in the Shares. On the dates listed, Riverside sold the following Shares to the Issuer: June 27, 1994 16,000 Shares at $28.5694 per Share June 28, 1994 94,400 Shares at $29.2581 per Share June 29, 1994 92,000 Shares at $30.8497 per Share June 30, 1994 22,600 Shares at $31.2658 per Share Net consideration received by Riverside for the sale of the 225,000 Shares was $6,763,854.52. On the dates listed, SZRL sold the following shares to the Issuer: June 30, 1994 2,400 Shares at $31.2658 per Share July 5, 1994 91,500 Shares at $31.848 per Share July 11, 1994 3,000 Shares at $31.75 per Share July 12, 1994 24,500 Shares at $31.9395 per Share July 13, 1994 7,700 Shares at $31.75 per Share July 15, 1994 4,300 Shares at $32.00 per Share July 18, 1994 5,100 Shares at $31.8477 per Share Net consideration received by SZRL for the sale of the 129,100 Shares was $4,113,631.33. As of the date hereof, and to the best knowledge of the reporting persons, there are 31,654,916 Shares issued and outstanding. The 8,211,861 Shares of the Reporting Persons (including 38,333 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 25.9% of the Shares which would be issued and outstanding upon the exercise of such options. Of such Shares, 5,715,817, or 18.0%, are owned beneficially by Riverside; 2,268,719, or 7.2%, by SZRL; 100,000 or, .3%, by Equity; 62,416, or .2%, by the Lurie Trust; 33,333, or .1%, by Mr. Zell; and 31,576, or .1%, by Mrs. Rosenberg. Mrs. Rosenberg disclaims beneficial ownership of an additional 1,065 Shares held in trust for her husband. Page 9 of 11 10 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. See Item 5 hereof. Riverside, Equity and SZRL have entered into loan agreements totalling approximately $103.5 million which are secured in whole or part by pledges of Shares. These loan agreements contain default provisions which, if triggered, would give the respective lender sole voting and dispositive power with respect to the Shares pledged under such agreement. The lenders are: American National Bank and Trust Company of Chicago, Bank Leumi Le-Israel, First National Bank of Boston, Chemical Bank, N.A., CITIBANK, N.A., First Bank National Association, Wells Fargo Bank, Genesis Merchant Group Securities and Smith Barney Shearson, Inc. Page 10 of 11 11 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: July 19, 1994 RIVERSIDE PARTNERS, an Illinois EQUITY HOLDINGS, an Illinois limited partnership general 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 Page 11 of 11 -----END PRIVACY-ENHANCED MESSAGE-----