<PAGE> 1
----------------------------
OMB APPROVAL
----------------------------
OMB Number: 3235-0145
Expires: November 30, 1999
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. __________)*
INTERNATIONAL TOTAL SERVICES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Shares
- --------------------------------------------------------------------------------
(Title of Class of Securities)
460499106
- --------------------------------------------------------------------------------
(CUSIP Number)
Robert P. Pinkas
Brantley Venture Management IV, L.P.
Brantley Capital Corporation
20600 Chagrin Blvd., Suite 1150
Cleveland, Ohio 44122
(216) 283-4800
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 5, 1999
- --------------------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of secs. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See sec. 240.13d-7 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.)
<PAGE> 2
CUSIP No. 46049916
- --------------------------------------------------------------------------------
1. Names of Reporting Persons:
I.R.S. Identification Nos. of Above Persons (entities only).
Brantley Partners IV, L.P. (the "Partnership")
IRS # 34-1859314
.................
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a)
.........................................................
(b)
.........................................................
- --------------------------------------------------------------------------------
3. SEC Use Only
............................................................
- --------------------------------------------------------------------------------
4. Source of Funds WC*
..........................................................
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
.......................................................
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization Delaware
.....................................
- --------------------------------------------------------------------------------
Number of 7. Sole Voting Power 312,750
Shares .....................................
Beneficially 8. Shared Voting Power None
Owned ...................................
by Each 9. Sole Dispositive Power 312,750
Reporting .................................
Person 10. Shared Dispositive Power None
With ...............................
11. Aggregate Amount Beneficially Owned by Each Reporting Person 312,750
.............
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
......................................................................
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 4.7%
.......................
- --------------------------------------------------------------------------------
14. Type of Reporting Person PN
..................................................
- --------------------------------------------------------------------------------
* Beneficial Ownership of 312,750 shares of Common Stock reported
hereunder excludes 104,250 shares reported as beneficially owned by
Brantley Capital Corporation ("Capital"). The Partnership expressly
disclaims beneficial ownership of all shares reported to be
beneficially owned by Capital.
2
<PAGE> 3
CUSIP No. 46049916
- --------------------------------------------------------------------------------
1. Names of Reporting Persons:
I.R.S. Identification Nos. of Above Persons (entities only).
Brantley Capital Corporation. ("Capital")
IRS # 34-1838462
.................
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a)
.........................................................
(b)
.........................................................
- --------------------------------------------------------------------------------
3. SEC Use Only
............................................................
- --------------------------------------------------------------------------------
4. Source of Funds WC*
..........................................................
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
.......................................................
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization Maryland
.....................................
- --------------------------------------------------------------------------------
Number of 7. Sole Voting Power 104,250
Shares .....................................
Beneficially 8. Shared Voting Power None
Owned ...................................
by Each 9. Sole Dispositive Power 104,250
Reporting .................................
Person 10. Shared Dispositive Power None
With ...............................
11. Aggregate Amount Beneficially Owned by Each Reporting Person 104,250
.............
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
......................................................................
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 1.6%
.......................
- --------------------------------------------------------------------------------
14. Type of Reporting Person IV
..................................................
- --------------------------------------------------------------------------------
* Beneficial Ownership of 104,250 shares of Common Stock reported hereunder
excludes 312,750 shares reported as beneficially owned by Capital. Capital
expressly disclaims beneficial ownership of all shares reported to be
beneficially owned by the Partnership.
3
<PAGE> 4
ITEM 1. SECURITY AND ISSUER
This statement relates to the common shares, ("Common Stock"), of
International Total Services, Inc., an Ohio corporation (the "Issuer"), the
principal executive offices of which are located at Crown Centre, 5005 Rockside
Road, Independence, Ohio 44131.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by Brantley Partners IV, L.P. (the
"Partnership") and Brantley Capital Corporation ("Capital"). The principal
business offices of the Partnership and Capital are located at 20600 Chagrin
Blvd., Suite 1150 Cleveland, Ohio 44122.
Capital is a closed-end, non-diversified investment company
incorporated on August 1, 1996 under the General Corporation Law of the State of
Maryland, that has elected to be treated as a "business development company"
under the Investment Company Act of 1940, as amended. Capital invests primarily
in the equity securities (for example, common stock, preferred stock,
convertible preferred stock, or options, warrants or rights to acquire stock)
and equity-linked debt securities (for example, convertible debt or indebtedness
accompanied by warrants, options or rights to acquire stock) of private
companies. Capital also invests a portion of its assets in small-cap public
companies. The Partnership is primarily engaged in similar investment
activities.
During the last five years, neither the Partnership nor Capital, nor to
the best of their respective knowledge, any of their respective directors,
executive officers, principal shareholders or partners, have been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding 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 finding
any violation with respect to such laws.
ITEMS 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
All shares reported as beneficially owned herein were acquired with
working capital of the respective beneficial owner. The Partnership purchased
the shares it has reported as beneficially owned for an aggregate purchase price
of $205,228.19. Capital purchased the shares it has reported as beneficially
owned for an aggregate purchase price of $68,409.40.
ITEM 4. PURPOSE OF TRANSACTION
The Partnership and Capital made their initial investments in the
Common Stock of the Issuer as a strategic investment. Each of the Partnership
and Capital intends to review on a continuing basis its investment in the Common
Stock and to take such actions with respect to its investment as it deems
appropriate in light of the circumstances existing from time to time. Such
actions could include, among other things, acquiring additional shares of Common
Stock or disposing of the shares, in whole or in part, at any time, subject to
compliance with applicable securities laws. Any such decision would be based on
an assessment of a number of different factors, including, but not limited to,
the business, prospects and affairs of the Issuer, the market for the Common
Stock, the condition of the securities markets, general economic and industry
conditions and other opportunities available to the Partnership and Capital,
respectively. Except as set forth in the preceding paragraph, neither the
Partnership, nor Capital has any current plans or proposals which relate to or
would result in: (a) the acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; (c) the sale or transfer of a
material amount of assets of the Issuer or of any of its subsidiaries; (d) any
change in the present board of directors or management of the Issuer, including
any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board; (e) any material change in the present
capitalization or dividend policy of the Issuer; (f) any other material change
in the Issuer's business or corporate structure; (g) changes in the Issuer's
charter, bylaws or instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person; (h) causing a
class of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (i) a class of equity
securities of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended;
or (j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
During the last 60 days:
4
<PAGE> 5
The Partnership owns and exercises sole voting and dispositive
authority with respect to 312,750 shares of Common Stock, 271,500 of which were
acquired at $0.641187 per share on November 5, 1999 and 41,250 of which were
acquired at $0.755 per share on November 12, 1999.
Capital owns and exercises sole voting and dispositive authority with
respect to 104,250 shares of Common Stock, 90,500 of which were at $0.641187 per
share acquired on November 5, 1999 and 13,750 of which were acquired at
$0.755 per share on November 12, 1999.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Neither the Partnership, nor Capital has entered into any contracts,
arrangements, understandings or relationships (legal or otherwise) with respect
to the securities of the Issuer:
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
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.
Dated: November 15, 1999 BRANTLEY VENTURE MANAGEMENT IV, L.P.,
as general partner of Brantley
Partners IV, L.P.
By: /s/ Robert P. Pinkas
-------------------------------------------
Name: Robert P. Pinkas
Title: General Partner
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.
Dated: November 15, 1999 BRANTLEY CAPITAL CORPORATION
By: /s/ Robert P. Pinkas
------------------------------------------
Name: Robert P. Pinkas
Title: Chairman and Chief Executive Officer
5
