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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 2)
INTERNATIONAL TOTAL SERVICES, INC.
(Name of Issuer)
COMMON SHARES, WITHOUT PAR VALUE
(Title of Class of Securities)
46049910
(CUSIP Number of Class of Securities)
Robert A. Weitzel
5005 Rockside Road
Independence, Ohio 44131
(216) 642-4522
with a copy to:
F. Ronald O'Keefe, Esq.
Hahn Loeser & Parks LLP
3300 BP America Bldg.
200 Public Square
Cleveland, Ohio 44114
(216) 621-0150
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
NOVEMBER 3, 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 Sections 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 Section 240.13d-7(b) 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).
(Continued on following page(s))
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<TABLE>
<CAPTION>
<S> <C> <C>
CUSIP No. 46049910
- ------------------------------------------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF REPORTING PERSON
ROBERT A. WEITZEL
- ------------------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ]
(B) [X]
- ------------------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- ------------------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
NOT APPLICABLE. [ ]
- ------------------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. AMERICAN
- ------------------------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY 0%
OWNED BY EACH ------------------------------------------------------------------------------
REPORTING PERSON 8. SHARED VOTING POWER
WITH
0%
------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
16.71%
------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
33.20%
- ------------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,324,979 SHARES
- ------------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- ------------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.91%
- ------------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
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<TABLE>
<CAPTION>
CUSIP No. 46049910
<S> <C> <C>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF REPORTING PERSON
JEANETTE R. WEITZEL
- ------------------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ]
(B) [X]
- ------------------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- ------------------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
NOT APPLICABLE. [ ]
- ------------------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. AMERICAN
- ------------------------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY -0-
OWNED BY EACH ------------------------------------------------------------------------------
REPORTING PERSON 8. SHARED VOTING POWER
WITH
-0-
------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
-0-
------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
33.20%
- ------------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,211,717 SHARES
- ------------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- ------------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.20%
- ------------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
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SCHEDULE 13D
This Amendment No. 2 to the Schedule 13D filed on December 4, 1998, and
as amended on February 16, 1999, is filed on behalf of Robert A. Weitzel and
Jeanette R. Weitzel, for the purpose of reporting that pursuant to the terms of
a voting trust agreement (the "Voting Trust Agreement") among International
Total Services, Inc. ("ITS"), Robert Weitzel and H. Jeffrey Schwartz, J. Jeffrey
Eakin and John P. O'Brien, as voting trustees (the "Voting Trustees"), Robert
Weitzel has transferred to a voting trust (the "Voting Trust") the record
ownership of certain shares of the common stock of ITS, no par value per share
(the "Common Shares"), beneficially owned by him individually and as a general
and limited partner of the Weitzel Family Limited Partnership (the "Weitzel
FLP"). The Voting Trust Agreement provides that all of the Common Shares that
Robert Weitzel beneficially owns shall be placed in the Voting Trust until the
earlier of September 30, 2001 or a payment default by ITS under certain
provisions of an agreement with Mr. Weitzel. Pursuant to the terms of the Voting
Trust Agreement, the Voting Trustees exercise all of the voting power with
respect to the Common Shares held in the Voting Trust, by action of a majority
of the Voting Trustees. As a result of the Voting Trust Agreement, Robert
Weitzel no longer has voting power with respect to the Common Shares. The Voting
Trustees have filed a copy of the Voting Trust Agreement as Exhibit 1 to their
Schedule 13D filed on November 12, 1999, which is incorporated herein by
reference.
In addition to the Voting Trust Agreement, Mr. Weitzel has entered into
a stock restriction agreement with ITS (the "Stock Restriction Agreement"). The
Stock Restriction Agreement provides that, other than transfers to his spouse,
children, grandchildren, or entities of which these people are the beneficiaries
or hold controlling interests, Robert Weitzel is not permitted to transfer
Common Shares or voting trust certificates, without first offering those Common
Shares on identical terms to ITS, and ITS has a specified period of time during
which it may exercise its option to purchase those Common Shares. The Voting
Trustees have filed a copy of the Stock Restriction Agreement as Exhibit 2 to
their Schedule 13D filed on November 12, 1999, which is incorporated herein by
reference.
This Schedule 13D also is filed on behalf of Jeanette Weitzel in order
to report that as a result of the transfer to the Voting Trust of the record
ownership of the Common Shares held by the Weitzel FLP, Jeanette Weitzel no
longer has shared voting power with respect to those Common Shares.
ITEM 4. PURPOSE OF TRANSACTION.
The transfers to the Voting Trust were made in connection with
Mr. Weitzel's retirement and resignation as the chairman, chief
executive officer and director of ITS and were not made with the
purpose of changing or influencing the control of ITS.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(A) The aggregate number of Common Shares beneficially owned by
Robert Weitzel is 3,324,979 Common Shares, which represents
49.91% of the Common Shares outstanding. This number reflects
that, in addition to the 3,211,717 Common Shares reported in
previous Schedule 13D filings, Mr. Weitzel acquired an
additional 113,262 Common Shares on February 3, 1999. The
aggregate number of Common Shares beneficially owned by
Jeanette Weitzel is 2,211,717 Common Shares, which represents
33.20% of the Common Shares outstanding.
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(B) Subject to the terms of the Stock Restriction Agreement,
Robert and Jeanette Weitzel, as the general partners of the
Weitzel FLP, each possess the shared power to dispose or to
direct the disposition of the 2,211,717 Common Shares held by
the Weitzel FLP, which represent 33.20% of the Common Shares
outstanding. Robert Weitzel, in addition, possesses the sole
power to dispose of 1,113,262 Common Shares, or an additional
16.71% of the Common Shares outstanding, which represents in
the aggregate 49.91% of the Common Shares outstanding. Neither
Robert Weitzel nor Jeanette Weitzel have the power to vote or
to direct the vote of the 3,324,979 Common Shares held by the
Voting Trust.
(C) Not applicable.
(D) Pursuant to the terms of the Voting Trust Agreement, the
Voting Trustees will receive and hold all dividends and other
distributions declared and paid on the Common Shares that
Robert Weitzel deposited into the Voting Trust and the Voting
Trustees will distribute to Mr. Weitzel, individually and in
his capacity as general partner of the Weitzel FLP, all
dividends and other distributions of property with respect to
such Common Shares (except for the distribution of securities
of ITS that have voting rights on any matter, which shall be
held by the Voting Trustees pursuant to the terms of the
Voting Trust Agreement).
(E) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Other than the Voting Trust Agreement and the Stock Restriction
Agreement, there is no contract, arrangement or understanding
between Robert and Jeanette Weitzel or among Robert and Jeanette
Weitzel and any other parties with respect to the voting,
acquisition, or disposition of the Common Shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not Applicable.
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SCHEDULE 13D
SIGNATURE PAGE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
DATED: November 22, 1999
/s/ Robert A. Weitzel
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Robert A. Weitzel, an individual
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SCHEDULE 13D
SIGNATURE PAGE
After reasonable inquiry and to the best of her knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
DATED: November 22, 1999
/s/ Jeanette R. Weitzel
--------------------------------------
Jeanette R. Weitzel, an individual
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