SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
AMENDMENT NO. 3
TO
SCHEDULE 13G
Under the Securities Exchange Act of 1934
WESTELL TECHNOLOGIES, INC.
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(Name of Issuer)
Class A Common Stock, par value $0.01
Class B Common Stock, par value $0.01(1)
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(Title of Class of Securities)
957541-10-5 (Number for Class A Common Stock)
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CUSIP Number
December 31, 1998 (end of calendar year)
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(Date of Event Which Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/X/ 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).
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(1) Although not registered under Section 12 of the Exchange Act of 1934,
as amended, Class B Common Stock automatically converts into Class A
Common Stock upon any transfer except transfers to permitted
transferees.
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CUSIP NO. 957541-10-5
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Melvin J. Simon
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) X
(B)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF 5. SOLE VOTING POWER
SHARES 233,164 Class B Common Stock (at December 31, 1998)
12,000 Class A Common Stock (at December 31, 1998)
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 19,294,404 Class B Common Stock (at December 31, 1998)
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 233,164 Class B Common Stock (at December 31, 1998)
12,000 Class A Common Stock (at December 31, 1998)
PERSON 8. SHARED DISPOSITIVE POWER
WITH 19,294,404 Class B Common Stock (at December 31, 1998)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,539,568 Class B Common Stock (at December 31, 1998)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN SHARES
Not applicable.
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Approximately 82.2% the total voting power of the corporation
(Class A Common Stock and Class B Common Stock).
Approximately 100.0% of outstanding shares of Class B Common Stock.
12. TYPE OF REPORTING PERSON: IN
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CUSIP NO. 957541-10-5
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert C. Penny III
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) X
(B)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8. SHARED DISPOSITIVE POWER
WITH 19,294,404 Class B Common Stock (at December 31, 1997)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,294,404 Class B Common Stock (at December 31, 1997)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN SHARES
Not applicable.
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Approximately 81.2% the total voting power of the corporation
(Class A Common Stock and Class B Common Stock).
Approximately 98.8% of outstanding shares of Class B Common Stock.
12. TYPE OF REPORTING PERSON: IN
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Item 1(a) NAME OF ISSUER: Westell Technologies, Inc.
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
750 North Commons Drive, Aurora, Illinois 60504
Item 2(a) NAME OF PERSON FILING:
Robert C. Penny III and Melvin J. Simon
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
4343 Commerce Court, Suite 114, Lisle, Illinois 60532
Item 2(c) CITIZENSHIP: United States
Item 2(d) TITLE OF CLASS OF SECURITIES:
Class B Common Stock, $0.01 par value per share, of Westell
Technologies, Inc. Class B Common Stock has four votes per
share and automatically converts into Class A Common Stock
(one vote per share) unless transferred to certain family
members of Robert C. Penny III, Gary F. Seamans or Melvin J.
Simon.
Item 2(e) CUSIP NUMBER:
The CUSIP number of the Class A Common Stock is 957541-10-5.
Since the Class B Common Stock is not listed on any exchange,
it does not have a CUSIP number.
Item 3 THE PERSON FILING THIS STATEMENT IS A:
This statement is not being filed pursuant to Rule 13d-1(b) or
13d-2(b). Not Applicable.
Item 4 OWNERSHIP
(a) Amount Beneficially Owned as of December 31, 1998:
Robert C. Penny III: 19,294,404 Class B Common Stock
Melvin J. Simon: 19,527,568 Class B Common Stock and
12,000 Class A Common Stock
(b) Percent of Class:
Robert C. Penny III:
Approximately 81.2% of the total voting power of the
corporation (Class A Common Stock and Class B Common
Stock).
Approximately 98.8% of outstanding voting power Class
B Common Stock.
Melvin J. Simon:
Approximately 82.2% of the total voting power of the
corporation (Class A Common Stock and Class B Common
Stock).
Approximately 100.0% of outstanding shares of Class B
Common Stock.
(c) Number of shares as to which such person has as of
December 31, 1998:
(i) sole power to vote or to direct the vote:
Robert C. Penny III: 0
Melvin J. Simon: 233,164 Class B Common Stock
12,000 Class A Common Stock
(ii) shared power to vote or to direct the vote:
19,294,404 Class B Common Stock
(iii) sole power to dispose or direct the disposition of:
Robert C. Penny III: 0
Melvin J. Simon: 233,164 Class B Common Stock
12,000 Class A Common Stock
(iv) shared power to dispose or direct the disposition of:
19,294,404 Class B Common Stock
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Messrs. Penny and Simon beneficially own an aggregate of
19,294,404 shares of Class B Common Stock as Voting Trustees
of a Voting Trust formed pursuant to the Voting Trust
Agreement dated February 23, 1994, as amended, among Robert C.
Penny III and Melvin J. Simon, as co-trustees, and certain
members of the Penny family and the Simon family. As
beneficiaries of the voting trust, Robert C Penny III, the
Trust for the benefit of Makayla Grace Penny, Marlene D.
Foskett, Barbara J. Pruitt, the Trust for the benefit of
Barbara J. McDonough under the terms of the Florence R. Penny
Children's Trust, the Trust for the benefit of Marlene D.
Foskett under the terms of the Florence R. Penny's Children
Trust and the Trust for the benefit of Robert C. Penny III
under the terms of the Florence R. Penny's Children's Trust
each have the right to receive more than 5% of the dividends
with respect to the Class B Common Stock.
<PAGE>
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not applicable.
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Please see the response to Item 6 above.
Item 9 NOTICE OF DISSOLUTION OF GROUP: Not applicable.
Item 10 CERTIFICATION:
Not applicable.
<PAGE>
SIGNATURE
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 6, 1999
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Date
/s/ Robert C. Penny III
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Robert C. Penny III
/s/ Melvin J. Simon
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Melvin J. Simon
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
