SCHEDULE 13D
Amendment No. 0
Intelogic Trace Incorporated
Common Stock
Cusip # 45815W109
Filing Fee: Yes
Cusip # 45815W109
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 4: PF
Item 6: Commonwealth of Massachusetts
Item 7: None
Item 8: None
Item 9: 3,913,987
Item 10: None
Item 11: 3,913,987
Item 13: 30.79%
Item 14: HC
PREAMBLE
PLAN WAS EFFECTIVE 12-8-94, BUT STOCK DISTRIBUTION WAS NOT MADE UNTIL 12-30-
94.
The filing of this Schedule 13D is not, and should not be deemed to be,
an admission that such Schedule 13D is required to be filed. See the
discussion under Item 2.
Item 1. Security and Issuer.
This statement relates to shares of the Common Stock, $0.01 par value
(the "Shares") of Intelogic Trace Incorporated, a New York corporation (the
"Company"). The principal executive offices of the Company are located at
Tultle Creek Tower - P.O. Box 400044, San Antonio, TX 78229-8415.
Item 2. Identity and Background.
This statement is being filed by FMR Corp., a Massachusetts Corporation
("FMR"). FMR is a holding company one of whose principal assets is the
capital stock of a wholly-owned subsidiary, Fidelity Management & Research
Company ("Fidelity"), which is also a Massachusetts corporation. Fidelity is
an investment advisor which is registered under Section 203 of the Investment
Advisors Act of 1940 and which provides investment advisory services to more
than 30 investment companies which are registered under Section 8 of the
Investment Company Act of 1940 and serves as investment advisor to certain
other funds which are generally offered to limited groups of investors (the
"Fidelity Funds"). Various directly or indirectly held subsidiaries of FMR
are also engaged in investment management, venture capital asset management,
securities brokerage, transfer and shareholder servicing and real estate
development. The principal offices of FMR and Fidelity are located at 82
Devonshire Street, Boston, Massachusetts 02109.
Edward C. Johnson 3d owns 24.9% of the outstanding voting common stock
of FMR. Mr. Johnson 3d is Chairman of FMR Corp. The business address and
principal occupation of Mr. Johnson 3d is set forth in Schedule A hereto.
The Shares to which this statement relates are owned directly by one of
the Fidelity Funds.
The name, residence or business address, principal occupation or
employment and citizenship of each of the executive officers and directors of
FMR are set forth in Schedule A hereto.
Within the past five years, none of the persons named in this Item 2 or
listed on Schedule A has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to any civil
proceeding and as a result thereof was or is subject to any judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to federal or state securities laws or finding any
violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Fidelity Funds received 3,913,987 Shares of common stock pursuant to
the Chapter 11 restructuring of Intelogic Trace Incorporated. The Shares were
received as an exchange for 52.0836% of $7,549,373 principal amount of the
11.99% Subordinated Notes received by CD & Co. The Fidelity Funds also
received 639,056 Shares of the 10% Preferred Stock as an exchange for 52.0836%
of the 11.99% Subordinated Notes received by CD & Co. In addition, the
Fidelity Funds received 6,667 Shares of Preferred stock as a fee for acquiring
the Exit Term Loan of the Company.
Item 4. Purpose of Transaction.
The purpose of Fidelity in having the Fidelity Funds acquire the Shares
through the above exchange was (see Item 5 below) in pursuit of specified
investment objectives established by the Board of Trustees of the Fidelity
Funds.
Fidelity intends to review continuously the equity position of the
Fidelity Funds in the Company. Depending upon future evaluations of the
business prospects of the Company and upon other developments, including, but
not limited to, general economic and business conditions and money market and
stock market conditions, Fidelity may determine to decrease the equity
interest in the Company by disposing of all or a portion of the Shares.
Fidelity has no present plan or proposal which relates to or would
result in (i) an extraordinary corporate transaction, such as a merger,
reorganization, liquidation, or sale of transfer of a material amount of
assets involving the Company or any of its subsidiaries, (ii) any change in
the Company's present Board of Directors or management, (iii) any material
changes in the Company's present capitalization or dividend policy or any
other material change in the Company's business or corporate structure, (iv)
any change in the Company's charter or by-laws, or (v) the Company's common
stock becoming eligible for termination of its registration pursuant to
Section 12(g)(4) of the 1934 Act.
Item 5. Interest in Securities of Issuer.
Although Item 5 assumes that FMR, and Fidelity, beneficially own all
3,913,987 Shares, reference is made to Item 2 for a disclaimer of beneficial
ownership with respect to the securities which are "beneficially owned" by the
other corporations.
(a) FMR beneficially owns, through Fidelity, as investment advisor to
the Fidelity Funds, 3,913,987 Shares, or approximately 30.79% of the
outstanding Shares of the Company. Neither FMR, Fidelity, nor any of its
affiliates nor, to the best knowledge of FMR, any of the persons name in
Schedule A hereto, beneficially owns any other Shares. The combined holdings
of FMR, and Fidelity, are 3,913,987 Shares, or approximately 30.79% of the
outstanding Shares of the Company.
(b) FMR, through is control of Fidelity, investment advisor to the
Fidelity Funds, and the Funds each has sole power to dispose of the Shares.
Neither FMR nor Mr. Johnson has the sole power to vote or direct the voting of
the 3,913,987 Shares owned directly by the Fidelity Funds, which power resides
with the Funds' Boards of Trustees. Fidelity carries out the voting of the
Shares under written guidelines established by the Funds' Board of Trustees.
(c) Except as set forth in Schedule B, neither FMR, or any of its
affiliates, nor, to the best knowledge of FMR, any of the persons named in
Schedule A hereto has effected any transaction in Shares during the past sixty
(60) days.
Item 6. Contract, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Neither FMR nor any of its affiliates nor, to the best knowledge of FMR,
any of the persons named in Schedule A hereto has any joint venture, finder's
fee, or other contract or arrangement with any person with respect to any
securities of the Company.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
This statement speaks as of its date, and no inference should be drawn
that no change has occurred in the facts set forth herein after the date
hereof.
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.
FMR Corp.
DATE: January 26, 1995 By: /s/Arthur Loring
Arthur Loring
Vice President-Legal
SCHEDULE A
The name and present principal occupation or employment of each
executive officer and director of FMR Corp. are set forth below. The business
address of each person is 82 Devonshire Street, Boston, Massachusetts 02109,
and the address of the corporation or organization in which such employment is
conducted is the same as his business address. All of the persons listed
below are U.S. citizens.
POSITION WITH
PRINCIPAL
NAME FMR CORP. OCCUPATION
Edward C. Johnson 3d President, Chairman of the
Director, CEO Board and CEO, FMR
Chairman &
Mng. Director
J. Gary Burkhead Director President-Fidelity
Caleb Loring, Jr. Director, Director, FMR
Mng. Director
James C. Curvey Director, Sr. V.P., FMR
Sr. V.P.
William L. Byrnes Vice Chairman Vice Chairman, FIL
Director & Mng.
Director
Robert C. Pozen Sr. V.P. & Gen'l Sr. V.P. & Gen'l
Counsel Counsel, FMR
Mark Peterson Exec. Exec.
V.P.-Management V.P.-Management
Resources Resources, FMR
Denis McCarthy Sr. Vice Pres. - Vice Pres., Chief
Chief Financial Financial Officer,
Officer FMR
